0001140361-11-046498.txt : 20110920
0001140361-11-046498.hdr.sgml : 20110920
20110920185524
ACCESSION NUMBER: 0001140361-11-046498
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20110818
FILED AS OF DATE: 20110920
DATE AS OF CHANGE: 20110920
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: BANK OF AMERICA CORP /DE/
CENTRAL INDEX KEY: 0000070858
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 111100332
BUSINESS ADDRESS:
STREET 1: BANK OF AMERICA CORPORATE CENTER
STREET 2: 100 N TRYON ST
CITY: CHARLOTTE
STATE: NC
ZIP: 28255
BUSINESS PHONE: 7043868486
MAIL ADDRESS:
STREET 1: BANK OF AMERICA CORPORATE CENTER
STREET 2: 100 N TRYON ST
CITY: CHARLOTTE
STATE: NC
ZIP: 28255
FORMER NAME:
FORMER CONFORMED NAME: BANKAMERICA CORP/DE/
DATE OF NAME CHANGE: 19981022
FORMER NAME:
FORMER CONFORMED NAME: NATIONSBANK CORP
DATE OF NAME CHANGE: 19920703
FORMER NAME:
FORMER CONFORMED NAME: NCNB CORP
DATE OF NAME CHANGE: 19920107
4
1
doc1.xml
FORM 4
X0304
4
2011-08-18
0
0000860730
HCA Holdings, Inc.
HCA
0000070858
BANK OF AMERICA CORP /DE/
BANK OF AMERICA CORPORATE CENTER
100 N TRYON ST
CHARLOTTE
NC
28255
1
0
1
0
Common Stock
2011-08-18
4
S
0
17
19.84
D
84307409
I
By Subsidiary
Common Stock
2011-08-22
4
P
0
17
19.43
A
84307409
I
By Subsidiary
This Form 4 is being filed by Bank of America Corporation ("BAC"), a Delaware corporation and bank holding company registered under the Bank Holding Company Act of 1956, on behalf of its subsidiaries. BAC is an indirect beneficial owner of the shares of common stock of HCA Holdings, Inc. (the "Issuer"), held indirectly through its affiliates as described in footnotes 3-5, below.
Transaction executed by the error correction section of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), a broker-dealer and subsidiary of BAC, to correct errors made in connection with agency brokerage trades made on behalf of clients of MLPFS.
As of the date of this transaction, ML Global Private Equity Fund, L.P., now BAML Capital Partners, ("MLGPELP Fund") may have been deemed to indirectly own a portion of these shares of the Issuer's common stock by virtue of the membership interests it held in Hercules Holding II, LLC ("Hercules"). As reported on a Form 4 filed on September 19, 2011, MLGPELP Fund has agreed to sell all of its shares of common stock of the Issuer pursuant to the Share Repurchase Agreement, by and among MLGPELP Fund, ML HCA Co-Invest, L.P. ("ML HCA Co-Invest LP") and HCA Holdings, Inc. dated as of September 15, 2011 (the "Share Repurchase Agreement", and the transactions contemplated thereunder, the "Share Repurchase").
MLGPE Ltd. is the general partner of MLGPELP Fund and is a wholly owned subsidiary of ML Global Private Equity Partners, L.P. ("MLGPEP"), the general partner of which is Merrill Lynch GP, Inc. ("ML GP"), which is a wholly owned subsidiary of Merrill Lynch Group, Inc. ("ML Group"), which is a wholly owned subsidiary of Merrill Lynch & Co., Inc. ("ML&Co."), which is a wholly owned subsidiary of BAC.
MLGPE Ltd., as the general partner of MLGPELP Fund, has decision-making power over the voting and disposition of shares of portfolio investments of MLGPELP Fund, including MLGPELP Fund's investment in the Issuer. However, the consent of MLGPEP is expressly required in connection with any such vote or disposition. In turn, action by MLGPEP with respect to investment matters requires the consent of MLGPEP's investment committee as well as its general partner, ML GP.
As of the date of this transaction, ML HCA Co-Invest LP may have been deemed to indirectly own a portion of these shares of the Issuer's common stock by virtue of the membership interests it held in Hercules. As reported on a Form 4 filed on September 19, 2011, ML HCA Co-Invest LP has agreed to sell all of its shares of common stock of the Issuer pursuant to the Share Repurchase Agreement. Investment decisions for ML HCA Co-Invest LP are made by the board of directors of ML HCA Co-Invest, Ltd., a wholly owned subsidiary of MLGPELP Fund.
Merrill Lynch Ventures L.P. 2001 ("ML Ventures LP") may be deemed to indirectly own a portion of these shares of the Issuer's common stock by virtue of the membership interests it holds in Hercules. Merrill Lynch Ventures, LLC ("ML Ventures LLC") is the general partner of ML Ventures LP and a wholly owned subsidiary of ML Group, which is a wholly owned subsidiary of ML&Co., which is a wholly owned subsidiary of BAC.
Hercules directly holds all the shares of the Issuer's common stock reported herein. The membership interests of Hercules were held, as of the date of this transaction, by a private investor group, including affiliates of Bain Capital Partners, LLC, Kohlberg Kravis Roberts & Co. L.P. and MLGPELP Fund, and affiliates of the Issuer's founder Dr. Thomas F. Frist, Jr. BAC, through its affiliates, may be deemed to be a member of a group exercising voting and investment control over the shares of the Issuer's common stock held by Hercules. As reported on a Form 4 filed on September 19, 2011, following the closing of the Share Repurchase, neither MLGPELP Fund nor ML HCA Co-Invest LP will hold any membership interests in Hercules.
Each of BAC and its affiliates disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, BAC is the beneficial owner of the securities covered by this statement except to the extent of its pecuniary interest therein.
As of the date of this transaction, MLGPELP Fund, ML HCA Co-Invest LP, ML Ventures LP and certain of their permitted transferees collectively had the right under Hercules's limited liability company agreement to nominate up to three directors of the Issuer. Effective upon closing of the Share Repurchase, all three of the designees nominated by MLGPELP Fund, ML Ventures LP and ML HCA Co-Invest that are currently on the board of the Issuer will resign and none of MLGPELP Fund, ML Ventures LP, ML HCA Co-Invest or any of their affiliates will have the right thereafter to nominate a director of the Issuer. Each of BAC and its other affiliates hereby disclaims its possible status as a director of the Issuer.
In connection with this transaction, BAC has agreed to voluntarily remit appropriate profits, if any, to the Issuer. BAC disclaims that such transaction is subject to reporting under Section 16(a) or disgorgement under Section 16(b), and this report shall not be deemed an admission that those sections apply to such transaction.
/s/ Margaret E. Nelson, Authorized Signatory for Bank of America
2011-09-20