UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 15, 2015 (June 10, 2015)
HCA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-11239 | 27-3865930 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One Park Plaza, Nashville, Tennessee | 37203 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (615) 344-9551
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
Senior Secured Term Loan Credit Facility
On June 10, 2015, HCA Inc. (HCA), a direct, wholly owned subsidiary of HCA Holdings, Inc., entered into a joinder agreement (the Joinder Agreement) to replace each of its existing senior secured term A-2 loan credit facility maturing on May 2, 2016 (the Tranche A-2 Term Loan Facility) and senior secured term A-4 loan credit facility maturing on February 2, 2016 (the Tranche A-4 Term Loan Facility) with a new $1.40 billion senior secured term A-5 loan credit facility maturing on June 10, 2020 (the Tranche A-5 Term Loan Facility) on substantially the same terms as each of the Tranche A-2 Term Loan Facility and Tranche A-4 Term Loan Facility, other than to lower pricing, such that borrowings under the Tranche A-5 Term Loan Facility will bear interest at a variable rate based on the ratio of consolidated total debt to consolidated EBITDA of HCA, which rate is currently at LIBOR plus an applicable margin of 1.50% or a base rate plus an applicable margin of 0.50%.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Joinder Agreement, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this report is incorporated by reference into this Item 2.03.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit 4.1 | Joinder Agreement No. 1, dated as of June 10, 2015, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N. A., as administrative agent and collateral agent, and the lenders party thereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HCA HOLDINGS, INC. |
/s/ David G. Anderson |
David G. Anderson |
Senior Vice President- Finance |
Date: June 15, 2015
EXHIBIT INDEX
Exhibit 4.1 | Joinder Agreement No. 1, dated as of June 10, 2015, by and among HCA Inc., as borrower, the guarantors party thereto, Bank of America, N. A., as administrative agent and collateral agent, and the lenders party thereto. |
Exhibit 4.1
EXECUTION VERSION
TRANCHE A-5 TERM LOAN
JOINDER AGREEMENT NO. 1
JOINDER AGREEMENT NO. 1, dated as of June 10, 2015 (this Agreement), by and among Bank of America, N.A. and the other Tranche A-5 Term Loan Lenders named herein (each, a Tranche A-5 Term Loan Lender), HCA INC., a Delaware corporation (the Borrower) and BANK OF AMERICA, N. A., as Administrative Agent and as Collateral Agent.
RECITALS:
WHEREAS, reference is hereby made to the Credit Agreement, dated as of November 17, 2006, as amended and restated as of May 4, 2011, and as further amended and restated as of February 26, 2014 (as further amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement), among the Borrower, the Lenders party thereto, Bank of America, N. A., as Administrative Agent, Swingline Lender and Letter of Credit Issuer and the other parties named therein (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement);
WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower may establish New Term Loan Commitments by, among other things, entering into one or more Joinder Agreements with New Term Loan Lenders;
WHEREAS, the Borrower desires to establish a Series of New Term Loans pursuant to this Agreement which shall be titled the Tranche A-5 Term Loans;
WHEREAS, the Tranche A-5 Term Loans constitute Ratio First Lien Indebtedness under the Credit Agreement;
WHEREAS, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as joint lead arrangers and joint bookrunners for the Tranche A-5 Term Loans; and
WHEREAS, Fifth Third Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Barclays Bank PLC, Deutsche Bank Securities Inc., RBC Capital Markets, LLC, and SunTrust Robinson Humphrey, Inc. are acting as co-documentation agents for the Tranche A-5 Term Loans.
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
Each Tranche A-5 Term Loan Lender, severally and not jointly, hereby agrees to commit to provide a New Term Loan Commitment with respect to the Tranche A-5 Term Loans (each, a Tranche A-5 Term Loan Commitment), in the amount set forth opposite such Tranche A-5 Term Loan Lenders name on Schedule I annexed hereto, on the terms and subject to the conditions set forth below.
Each Tranche A-5 Term Loan Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Tranche A-5 Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Tranche A-5 Term Loan Lender.
Each Tranche A-5 Term Loan Lender hereby agrees to make its respective Commitment on the following terms and conditions:
1. | Applicable Margins. The Applicable ABR Margin and Applicable LIBOR Margin for the Tranche A-5 Term Loans shall be as set forth below: |
Status |
Applicable ABR Margin for Tranche A-5 Term Loans |
Applicable LIBOR Margin for Tranche A-5 Term Loans |
||||||
Level I Status |
1.50 | % | 2.50 | % | ||||
Level II Status |
1.25 | % | 2.25 | % | ||||
Level III Status |
1.00 | % | 2.00 | % | ||||
Level IV Status |
0.75 | % | 1.75 | % | ||||
Level V Status |
0.50 | % | 1.50 | % |
2. | Principal Payments. The Borrower shall make principal payments on the Tranche A-5 Term Loans in installments on the dates and in the amounts set forth below (with amounts set forth below expressed as a percentage of the aggregate principal amount of the Tranche A-5 Term Loans on the Tranche A-5 Effective Date): |
(A) New Repayment Date |
(B) Tranche A-5 Term Loan Repayment Amount |
|||
September 30, 2015 |
1.25 | % | ||
December 31, 2015 |
1.25 | % | ||
March 31, 2016 |
1.25 | % | ||
June 30, 2016 |
1.25 | % | ||
September 30, 2016 |
1.25 | % | ||
December 31, 2016 |
1.25 | % | ||
March 31, 2017 |
1.25 | % | ||
June 30, 2017 |
1.25 | % | ||
September 30, 2017 |
1.25 | % | ||
December 31, 2017 |
1.25 | % | ||
March 31, 2018 |
1.25 | % | ||
June 30, 2018 |
1.25 | % | ||
September 30, 2018 |
1.25 | % | ||
December 31, 2018 |
1.25 | % | ||
March 31, 2019 |
1.25 | % | ||
June 30, 2019 |
1.25 | % | ||
September 30, 2019 |
1.25 | % | ||
December 31, 2019 |
1.25 | % | ||
March 31, 2020 |
1.25 | % | ||
Tranche A-5 Term Loan Maturity Date |
76.25 | % |
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Notwithstanding the foregoing, the Borrower shall repay all outstanding Tranche A-5 Term Loans on June 10, 2020 (or, if such day is not a Business Day, the next preceding Business Day) (the Tranche A-5 Term Loan Maturity Date).
3. | Voluntary and Mandatory Prepayments. Scheduled installments of principal of the Tranche A-5 Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Tranche A-5 Term Loans in accordance with Sections 5.1 and 5.2 of the Credit Agreement, respectively. For the avoidance of doubt, all such payments shall, subject to Section 2.11 of the Credit Agreement, be without premium or penalty. |
4. | Other Terms of Tranche A-5 Term Loans. Except as expressly set forth herein, the terms of the Tranche A-5 Term Loans shall be identical to the terms of the Tranche A-4 Term Loans. References in the Credit Agreement to Term Loans shall include, without limitation, the Tranche A-5 Term Loans, which shall be deemed to be a separate Class of Term Loans under the Credit Agreement. |
5. | Funding of Tranche A Term Loans. Subject to the terms and conditions of this Agreement, on the Tranche A-5 Effective Date, each Tranche A-5 Term Loan Lender agrees to make to the Borrower a Tranche A-5 Term Loan in an aggregate principal amount equal to its Tranche A-5 Term Loan Commitment. The Tranche A-5 Term Loan Commitment of each Tranche A-5 Term Loan Lender shall be automatically and permanently reduced to $0 upon the funding of the Tranche A-5 Term Loans pursuant to this Section 5. |
6. | Credit Agreement Governs. Except as set forth in this Agreement, the Tranche A-5 Term Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Credit Documents. |
-3-
7. | Borrowers Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and the Borrower hereby certifies that: |
(i) | The representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; and |
(ii) | No event has occurred and is continuing or would result from the consummation of the proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default. |
8. | Conditions to Tranche A-5 Effective Date. This Agreement shall become effective on the date (the Tranche A-5 Effective Date) when each of the conditions set forth below has been satisfied: |
(a) The Administrative Agent shall have received executed counterparts hereof (which may include facsimile or other electronic transmission of a signed signature page to this Agreement) from the Borrower, each Tranche A-5 Term Loan Lender and the Administrative Agent;
(b) The Administrative Agent shall have received from the Borrower an opinion of counsel from Simpson Thacher & Bartlett LLP reasonably acceptable to the Administrative Agent covering such matters as are required pursuant to Section 2.14 of the Credit Agreement;
(c) The Administrative Agent shall have received a completed Life-of-Loan Federal Emergency Management Agency standard flood hazard determination with respect to each improved Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Credit Party relating thereto) and, with respect to any Mortgaged Property on which any building (as defined in the Flood Insurance Laws) is located in a special flood hazard area, evidence of flood insurance as and to the extent required under Section 9.3 of the Credit Agreement; and
(d) The Administrative Agent shall have received an officers certificate of the Borrower setting forth the calculations (in reasonable detail) demonstrating compliance with (i) the financial test described in Section 10.8 of the Credit Agreement and (ii) the ratio set forth in the definition of Ratio First Lien Indebtedness in the Credit Agreement.
9. | No later than 90 days following the Tranche A-5 Effective Date, the Borrower shall deliver or cause to be delivered to the Collateral Agent either (a) or (b): |
(a) No Mortgage Amendment Necessary
-4-
(i) | Written confirmation from local counsel in the jurisdiction in which the Mortgaged Property is located substantially to the effect that: (i) the recording of the existing Mortgage (and any related fixture filing) is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Secured Obligations evidenced by this Agreement and the other documents executed in connection herewith, for the benefit of the Secured Parties, and (ii) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by this Agreement and the other documents executed in connection herewith, for the benefit of the Secured Parties, unless any such mortgage recording taxes are payable in connection with the transactions contemplated by this Agreement, in which case such written confirmation shall so state; and |
(ii) | a title search relating to the applicable Mortgaged Property, dated on or after the Tranche A-5 Effective Date, demonstrating that such Mortgaged Property is free and clear of all Liens, except for Liens expressly permitted by Section 10.2 of the Credit Agreement as of the date of the search |
(b) | Mortgage Amendment Necessary |
(i) | an amendment to each Mortgage (each, a Mortgage Amendment) to which a Credit Party is then party duly executed and acknowledged by the applicable Credit Party, and in form for recording in the recording office where the respective Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Administrative Agent; |
(ii) | executed legal opinions, in form and substance reasonably satisfactory to the Administrative Agent, with respect to such amended Mortgages; and |
(iii) | with respect to each amended Mortgage (i) a title search of the relevant Mortgaged Property (except for Mortgaged Properties located in Texas) confirming that there are no Liens of record in violation of the provisions of the applicable Mortgage and (ii) for Mortgaged Properties located in Texas, a date-down or modification endorsement to the policy or policies of title insurance insuring the Lien of each Mortgage, issued by a nationally recognized title insurance company (x) insuring that such Mortgage, as amended by such Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the |
-5-
Collateral Agent for the benefit of the Secured Parties free and clear of all Liens except as expressly permitted by Section 10.2 of the Credit Agreement or consented to by the Administrative Agent (y) otherwise in form and substance reasonably satisfactory to the Administrative Agent and (z) having the effect of a valid, issued and binding endorsement to the respective title insurance policy. |
10. | Recordation of the New Loans. Upon execution and delivery hereof, the Administrative Agent will record the Tranche A-5 Term Loans made by the Tranche A-5 Term Loan Lender in the Register. |
11. | FATCA. For the avoidance of doubt and for purposes of determining withholding Taxes imposed under FATCA, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Tranche A-5 Term Loans as not qualifying as grandfathered obligations within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). |
12. | Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto. |
13. | Entire Agreement. This Agreement, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties hereto and thereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. |
14. | GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. |
15. | Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable. |
16. | Counterparts. This Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. |
17. | Effect of Joinder Agreement. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each Credit Party reaffirms its obligations under the Credit Documents to which it is party and |
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the validity of the Liens granted by it pursuant to the Security Documents. From and after the effective date of this Agreement, all references to the Credit Agreement in any Credit Document shall, unless expressly provided otherwise, refer to the Credit Agreement as supplemented by this Agreement. This Agreement shall be deemed a Credit Document under the Credit Agreement. |
[Remainder of page intentionally left blank. Signature pages follow.]
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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date set forth above.
HCA INC. | ||
By: | /s/ David G. Anderson | |
Name: | David G. Anderson | |
Title: | Senior Vice President - Finance | |
Each of the GUARANTORS listed on Schedule II hereto | ||
By: | /s/ Donald Stinnett | |
Name: | Donald Stinnett | |
Title: | Senior Vice President |
SCHEDULE II
Guarantor |
By its General Partner |
By its Sole Member | ||
American Medicorp Development Co. |
||||
Bay Hospital, Inc. |
||||
Brigham City Community Hospital, Inc. |
||||
Brookwood Medical Center of Gulfport, Inc. |
||||
Capital Division, Inc. |
||||
Centerpoint Medical Center of Independence, LLC |
||||
Central Florida Regional Hospital, Inc. |
||||
Central Shared Services, LLC |
||||
Central Tennessee Hospital Corporation |
||||
CHCA Bayshore, L.P. |
* | |||
CHCA Conroe, L.P. |
* | |||
CHCA Mainland, L.P. |
* | |||
CHCA Pearland, L.P. |
* | |||
CHCA West Houston, L.P. |
* | |||
CHCA Womans Hospital, L.P. |
* | |||
Chippenham & Johnston-Willis Hospitals, Inc. |
||||
Citrus Memorial Hospital, Inc. |
||||
Citrus Memorial Property Management, Inc. |
||||
Colorado Health Systems, Inc. |
||||
Columbia ASC Management, L.P. |
* | |||
Columbia Healthcare System of Louisiana, Inc. |
||||
Columbia Jacksonville Healthcare System, Inc. |
||||
Columbia LaGrange Hospital, LLC |
||||
Columbia Medical Center of Arlington Subsidiary, L.P. |
* | |||
Columbia Medical Center of Denton Subsidiary, L.P. |
* | |||
Columbia Medical Center of Las Colinas, Inc. |
||||
Columbia Medical Center of Lewisville Subsidiary, L.P. |
* | |||
Columbia Medical Center of McKinney Subsidiary, L.P. |
* | |||
Columbia Medical Center of Plano Subsidiary, L.P. |
* | |||
Columbia North Hills Hospital Subsidiary, L.P. |
* | |||
Columbia Ogden Medical Center, Inc. |
||||
Columbia Parkersburg Healthcare System, LLC |
||||
Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P. |
* | |||
Columbia Polk General Hospital, Inc. |
||||
Columbia Rio Grande Healthcare, L.P. |
* | |||
Columbia Riverside, Inc. |
||||
Columbia Valley Healthcare System, L.P. |
* |
Guarantor |
By its General Partner |
By its Sole Member | ||
Columbia/Alleghany Regional Hospital, Incorporated |
||||
Columbia/HCA John Randolph, Inc. |
||||
Columbine Psychiatric Center, Inc. |
||||
Columbus Cardiology, Inc. |
||||
Conroe Hospital Corporation |
||||
Dallas/Ft. Worth Physician, LLC |
||||
Dublin Community Hospital, LLC |
||||
Eastern Idaho Health Services, Inc. |
||||
Edward White Hospital, Inc. |
||||
El Paso Surgicenter, Inc. |
||||
Encino Hospital Corporation, Inc. |
||||
EP Health, LLC |
||||
Fairview Park GP, LLC |
||||
Fairview Park, Limited Partnership |
* | |||
Frankfort Hospital, Inc. |
||||
Galen Property, LLC |
||||
Good Samaritan Hospital, L.P. |
* | |||
Goppert-Trinity Family Care, LLC |
||||
GPCH-GP, Inc. |
||||
Grand Strand Regional Medical Center, LLC |
||||
Green Oaks Hospital Subsidiary, L.P. |
* | |||
Greenview Hospital, Inc. |
||||
HCA American Finance LLC |
||||
HCA - IT&S Field Operations, Inc. |
||||
HCA - IT&S Inventory Management, Inc. |
||||
HCA Central Group, Inc. |
||||
HCA Health Services of Florida, Inc. |
||||
HCA Health Services of Louisiana, Inc. |
||||
HCA Health Services of Oklahoma, Inc. |
||||
HCA Health Services of Tennessee, Inc. |
||||
HCA Health Services of Virginia, Inc. |
||||
HCA-HealthONE LLC |
||||
HCA Management Services, L.P. |
* | |||
HCA Pearland GP, Inc. |
||||
HCA Realty, Inc. |
||||
HCA SFB 1 LLC |
||||
HD&S Corp. Successor, Inc. |
||||
Health Midwest Office Facilities Corporation |
||||
Health Midwest Ventures Group, Inc. |
||||
Hendersonville Hospital Corporation |
||||
Hospital Corporation of Tennessee |
Guarantor |
By its General Partner |
By its Sole Member | ||
Hospital Corporation of Utah |
||||
Hospital Development Properties, Inc. |
||||
HPG Enterprises, LLC |
||||
HSS Holdco, LLC |
||||
HSS Systems, LLC |
||||
HSS Virginia, L.P. |
* | |||
HTI MOB, LLC |
* | |||
HTI Memorial Hospital Corporation |
||||
Integrated Regional Lab, LLC |
||||
Integrated Regional Laboratories, LLP |
* | |||
JFK Medical Center Limited Partnership |
* | |||
KPH-Consolidation, Inc. |
||||
Lakeland Medical Center, LLC |
||||
Lakeview Medical Center, LLC |
||||
Largo Medical Center, Inc. |
||||
Las Vegas Surgicare, Inc. |
||||
Lawnwood Medical Center, Inc. |
||||
Lewis-Gale Hospital, Incorporated |
||||
Lewis-Gale Medical Center, LLC |
||||
Lewis-Gale Physicians, LLC |
||||
Lone Peak Hospital, Inc. |
||||
Los Robles Regional Medical Center |
||||
Management Services Holdings, Inc. |
||||
Marietta Surgical Center, Inc. |
||||
Marion Community Hospital, Inc. |
||||
MCA Investment Company |
||||
Medical Centers of Oklahoma, LLC |
||||
Medical Office Buildings of Kansas, LLC |
||||
Memorial Healthcare Group, Inc. |
||||
Midwest Division - ACH, LLC |
||||
Midwest Division - LRHC, LLC |
||||
Midwest Division - LSH, LLC |
||||
Midwest Division - MCI, LLC |
||||
Midwest Division - MMC, LLC |
||||
Midwest Division - OPRMC, LLC |
||||
Midwest Division - PFC, LLC |
||||
Midwest Division - RBH, LLC |
||||
Midwest Division - RMC, LLC |
||||
Midwest Holdings, Inc. |
||||
Montgomery Regional Hospital, Inc. |
||||
Mountain Division- CVH, LLC |
Guarantor |
By its General Partner |
By its Sole Member | ||
Mountain View Hospital, Inc. |
||||
Nashville Shared Services General Partnership |
* | |||
National Patient Account Services, Inc. |
||||
New Iberia Healthcare Corporation |
||||
New Port Richey Hospital, Inc. |
||||
New Rose Holding Company, Inc. |
||||
North Florida Immediate Care Center, Inc. |
||||
North Florida Regional Medical Center, Inc. |
||||
North Texas MCA, LLC |
||||
Northern Utah Healthcare Corporation |
||||
Northern Virginia Community Hospital, LLC |
||||
Northlake Medical Center, LLC |
||||
Notami Hospitals of Louisiana, Inc. |
||||
Notami Hospitals, LLC |
||||
Okaloosa Hospital, Inc. |
||||
Okeechobee Hospital, Inc. |
||||
Outpatient Cardiovascular Center of Central Florida, LLC |
||||
Palms West Hospital Limited Partnership |
* | |||
Palmyra Park Hospital, LLC |
||||
Parallon Business Solutions, LLC |
||||
Parallon Enterprises, LLC |
||||
Parallon Health Information Solutions, LLC |
||||
Parallon Holdings, LLC |
||||
Parallon Payroll Solutions, LLC |
||||
Parallon Physician Services, LLC |
||||
Parallon Technology Solutions, LLC |
||||
Parallon Workforce Management Solutions, LLC |
||||
Pasadena Bayshore Hospital, Inc. |
||||
Pearland Partner, LLC |
||||
Plantation General Hospital, L.P. |
* | |||
Poinciana Medical Center, Inc. |
||||
Primary Health, Inc. |
||||
Primary Health Management, Ltd. |
* | |||
Pulaski Community Hospital, Inc. |
||||
Redmond Park Hospital, LLC |
||||
Redmond Physician Practice Company |
||||
Regional Health System of Acadiana, LLC, The |
||||
Reston Hospital Center, LLC |
||||
Retreat Hospital, LLC |
||||
Rio Grande Regional Hospital, Inc. |
||||
Riverside Healthcare System, L.P. |
* |
Guarantor |
By its General Partner |
By its Sole Member | ||
Riverside Hospital, Inc. |
||||
Samaritan, LLC |
||||
San Jose Healthcare System, LP |
* | |||
San Jose Hospital, L.P. |
* | |||
San Jose Medical Center, LLC |
||||
San Jose, LLC |
||||
Sarah Cannon Research Institute, LLC |
* | |||
Sarasota Doctors Hospital, Inc. |
||||
SCRI Holdings, LLC |
||||
SJMC, LLC |
||||
Southern Hills Medical Center, LLC |
||||
Southpoint, LLC |
||||
Spalding Rehabilitation L.L.C. |
||||
Spotsylvania Medical Center, Inc. |
||||
Spring Branch Medical Center, Inc. |
||||
Spring Hill Hospital, Inc. |
||||
Sun City Hospital, Inc. |
||||
Sunrise Mountainview Hospital, Inc. |
||||
Surgicare of Brandon, Inc. |
||||
Surgicare of Florida, Inc. |
||||
Surgicare of Houston Womens, Inc. |
||||
Surgicare of Manatee, Inc. |
||||
Surgicare of Newport Richey, Inc. |
||||
Surgicare of Palms West, LLC |
||||
Surgicare of Riverside, LLC |
||||
Tallahassee Medical Center, Inc. |
||||
TCMC Madison-Portland, Inc. |
||||
Terre Haute Hospital GP, Inc. |
||||
Terre Haute Hospital Holdings, Inc. |
||||
Terre Haute MOB, L.P. |
* | |||
Terre Haute Regional Hospital, L.P. |
* | |||
Timpanogos Regional Medical Services, Inc. |
||||
Trident Medical Center, LLC |
||||
U.S. Collections, Inc. |
||||
Utah Medco, LLC |
||||
VH Holdco, Inc. |
||||
VH Holdings, Inc. |
||||
Virginia Psychiatric Company, Inc. |
||||
Vision Consulting Group, LLC |
||||
Vision Holdings, LLC |
||||
W & C Hospital, Inc. |
Guarantor |
By its General Partner |
By its Sole Member | ||
Walterboro Community Hospital, Inc. |
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WCP Properties, LLC |
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Wesley Medical Center, LLC |
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West Florida MHT, LLC |
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West Florida PPH, LLC |
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West Florida TCH, LLC |
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West Florida Regional Medical Center, Inc. |
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West Valley Medical Center, Inc. |
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Western Plains Capital, Inc. |
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WHMC, Inc. |
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Womans Hospital of Texas, Incorporated |
Consented to by: | ||
BANK OF AMERICA, N.A., as Administrative Agent | ||
By: | /s/ Brian J. Walsh | |
Name: | Brian J. Walsh | |
Title: | Vice President |