0001104659-13-081240.txt : 20131105
0001104659-13-081240.hdr.sgml : 20131105
20131105173353
ACCESSION NUMBER: 0001104659-13-081240
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20131101
FILED AS OF DATE: 20131105
DATE AS OF CHANGE: 20131105
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 2006 Fund L.P.
CENTRAL INDEX KEY: 0001432741
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 131193866
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Fund Holdings L.P.
CENTRAL INDEX KEY: 0001472698
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 131193867
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: OPERF Co-Investment LLC
CENTRAL INDEX KEY: 0001433006
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 131193870
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR 2006 GP LLC
CENTRAL INDEX KEY: 0001432740
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 131193871
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Millennium Fund L.P.
CENTRAL INDEX KEY: 0001288736
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 131193875
BUSINESS ADDRESS:
STREET 1: C/O KKR & CO. 9 WEST 57TH ST - 41ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: C/O KKR & CO. 9 WEST 57TH ST - 41ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Associates 2006 LP
CENTRAL INDEX KEY: 0001432739
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 131193872
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR III GP LLC
CENTRAL INDEX KEY: 0001288740
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 131193868
BUSINESS ADDRESS:
STREET 1: C/O KKR & CO. 9 WEST 57TH ST - 41ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: C/O KKR & CO. 9 WEST 57TH ST - 41ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Associates Millennium L.P.
CENTRAL INDEX KEY: 0001288737
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 131193874
BUSINESS ADDRESS:
STREET 1: C/O KKR & CO. 9 WEST 57TH ST - 41ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: C/O KKR & CO. 9 WEST 57TH ST - 41ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Partners III, L.P.
CENTRAL INDEX KEY: 0001288739
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 131193869
BUSINESS ADDRESS:
STREET 1: C/O KKR & CO. 9 WEST 57TH ST - 41ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: C/O KKR & CO. 9 WEST 57TH ST - 41ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KKR Millennium GP LLC
CENTRAL INDEX KEY: 0001288738
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 131193873
BUSINESS ADDRESS:
STREET 1: C/O KKR & CO. 9 WEST 57TH ST - 41ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-230-9742
MAIL ADDRESS:
STREET 1: C/O KKR & CO. 9 WEST 57TH ST - 41ST FL
CITY: NEW YORK
STATE: NY
ZIP: 10019
4
1
a4.xml
4
X0306
4
2013-11-01
0
0000860730
HCA Holdings, Inc.
HCA
0001288736
KKR Millennium Fund L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
0
0
1
0
0001288737
KKR Associates Millennium L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
0
0
1
0
0001288738
KKR Millennium GP LLC
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
0
0
1
0
0001432741
KKR 2006 Fund L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
0
0
1
0
0001432739
KKR Associates 2006 LP
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
0
0
1
0
0001432740
KKR 2006 GP LLC
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
0
0
1
0
0001433006
OPERF Co-Investment LLC
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
0
0
1
0
0001288739
KKR Partners III, L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
0
0
1
0
0001288740
KKR III GP LLC
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK
NY
10019
0
0
1
0
0001472698
KKR Fund 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
Common Stock, par value $0.01 per share
2013-11-01
4
S
0
5977149
46.92
D
14078724.1
I
Held though Hercules Holding II, LLC and KKR Millennium Fund L.P.
Common Stock, par value $0.01 per share
2013-11-01
4
S
0
2123171
46.92
D
11955553.1
I
Held though Hercules Holding II, LLC and KKR Millennium Fund L.P.
Common Stock, par value $0.01 per share
2013-11-01
4
S
0
5546165
46.92
D
13063574.2
I
Held though Hercules Holding II, LLC and KKR 2006 Fund L.P.
Common Stock, par value $0.01 per share
2013-11-01
4
S
0
1970078
46.92
D
11093496.2
I
Held though Hercules Holding II, LLC and KKR 2006 Fund L.P.
Common Stock, par value $0.01 per share
2013-11-01
4
S
0
2534859
46.92
D
5970667.9
I
Held though Hercules Holding II, LLC and KKR PEI investments, L.P.
Common Stock, par value $0.01 per share
2013-11-01
4
S
0
900419
46.92
D
5070248.9
I
Held though Hercules Holding II, LLC and KKR PEI investments, L.P.
Common Stock, par value $0.01 per share
2013-11-01
4
S
0
204984
46.92
D
482824.6
I
Held though Hercules Holding II, LLC and KKR Partners III, L.P.
Common Stock, par value $0.01 per share
2013-11-01
4
S
0
72813
46.92
D
410011.6
I
Held though Hercules Holding II, LLC and KKR Partners III, L.P.
Common Stock, par value $0.01 per share
2013-11-01
4
S
0
125834
46.92
D
296393.4
I
Held though Hercules Holding II, LLC and OPERF Co-Investment LLC
Common Stock, par value $0.01 per share
2013-11-01
4
S
0
44698
46.92
D
251695.4
I
Held though Hercules Holding II, LLC and OPERF Co-Investment LLC
Common Stock, par value $0.01 per share
2013-11-01
4
S
0
611009
46.92
D
1439186.4
I
Held though Hercules Holding II, LLC and 8 North America Investor, L.P.
Common Stock, par value $0.01 per share
2013-11-01
4
S
0
217039
46.92
D
1222147.4
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 Goldman, Sachs & Co. pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus supplement, each dated October 29, 2013, Hercules Holding II, LLC ("Hercules"), as a selling shareholder, sold 29,580,887 shares of Common Stock of the Company. The price reported represents the $47.00 secondary offering price per share of Common Stock, less the underwriting discount of $0.08 per share of Common Stock. The Secondary Offering closed on November 1, 2013.
In connection with the repurchase of Common Stock from Hercules by the Company (the "Share Repurchase") pursuant to a share repurchase agreement between the Company and Hercules, Hercules sold 10,656,436 shares of Common Stock of the Company at $46.92 per share. The Share Repurchase closed on November 1, 2013.
Following the sale of shares of Common Stock reported herein, Hercules Holding II, LLC directly holds 128,918,383 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 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, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC and Messrs. Henry R. Kravis and George R. Roberts have made a separate Form 4 filing.
(13) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR Millennium Fund L.P. (14) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR Associates Millennium L.P. (15) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR Millennium GP LLC. (16) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR 2006 Fund L.P. (17) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR Associates 2006 L.P. (18) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR 2006 GP LLC. (19) Mr. Kreider is signing in his capacity as attorney-in-fact for OPERF Co-Investment LLC. (20) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR Partners III, L.P. (21) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR III GP LLC. (22) Mr. Kreider is signing in his capacity as attorney-in-fact for William J. Janetschek, director of KKR Fund Holdings GP Limited, general partner of KKR Fund Holdings L.P.
/s/ Richard J. Kreider, KKR Millennium Fund L.P.(13)
2013-11-05
/s/ Richard J. Kreider, KKR Associates Millennium L.P.(14)
2013-11-05
/s/ Richard J. Kreider, KKR Millennium GP LLC(15)
2013-11-05
/s/ Richard J. Kreider, KKR 2006 Fund L.P.(16)
2013-11-05
/s/ Richard J. Kreider, KKR Associates 2006 L.P.(17)
2013-11-05
/s/ Richard J. Kreider, KKR 2006 GP LLC(18)
2013-11-05
/s/ Richard J. Kreider, OPERF Co-Investment LLC(19)
2013-11-05
/s/ Richard J. Kreider, KKR Partners III, L.P.(20)
2013-11-05
/s/ Richard J. Kreider, KKR III GP LLC(21)
2013-11-05
/s/ Richard J. Kreider, KKR Fund Holdings L.P.(22)
2013-11-05