0001193125-15-372178.txt : 20151110 0001193125-15-372178.hdr.sgml : 20151110 20151109172400 ACCESSION NUMBER: 0001193125-15-372178 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151109 DATE AS OF CHANGE: 20151109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HCA Inc./DE CENTRAL INDEX KEY: 0001526688 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 752497104 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-201463-213 FILM NUMBER: 151216773 BUSINESS ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-344-9551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FILED BY: 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 FILING VALUES: FORM TYPE: FWP 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 FWP 1 d42082dfwp.htm FWP FWP

Filed pursuant to Rule 433

Issuer Free Writing Prospectus, dated November 9, 2015

Supplementing the Preliminary Prospectus Supplement, dated November 9, 2015

Registration No. 333-201463

HCA Inc.

$1,000,000,000 5.875% Senior Notes due 2026

Pricing Supplement

Pricing Supplement dated November 9, 2015 to HCA Inc.’s Preliminary Prospectus Supplement dated November 9, 2015. This Pricing Supplement is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Financial information presented in the Preliminary Prospectus Supplement is deemed to have changed to the extent affected by changes described herein. Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Prospectus Supplement.

 

5.875% Senior Notes due 2026

 

Issuer

   HCA Inc.

Aggregate Principal Amount

   $1,000,000,000

Title of Security

   5.875% Senior Notes due 2026

Maturity

   February 15, 2026

Spread to Treasury

   354 basis points

Benchmark Treasury

   UST 6.00% due February 15, 2026

Coupon

   5.875%

Public Offering Price

   100% plus accrued interest, if any, from November 13, 2015

Yield to Maturity

   5.871%

Interest Payment Dates

   February 15 and August 15 of each year, beginning on August 15, 2016

Record Dates

   February 1 and August 1 of each year

Gross Proceeds

   $1,000,000,000

Net Proceeds to Issuer before Expenses

   $990,000,000

CUSIP/ISIN Numbers

  

CUSIP: 404119 BS7

ISIN: US404119BS74


Optional Redemption

  

Prior to August 15, 2025, the notes will be redeemable, at our option, at any time in whole or from time to time in part, at a redemption, or “make-whole” price, equal to the greater of:

 

(a)    100% of the aggregate principal amount of the notes to be redeemed, and

 

(b)    an amount equal to the sum of the present value of (i) the payment on August 15, 2025 of principal of the notes to be redeemed and (ii) the payment of the remaining scheduled payments through August 15, 2025 of interest on the notes to be redeemed (excluding accrued and unpaid interest to the redemption date and subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date), in each case discounted from their scheduled date of payment to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 50 basis points

 

plus, in each of (a) and (b) above, accrued and unpaid interest, if any, to such redemption date.

 

On and after August 15, 2025, the notes will be redeemable, at our option, at any time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of such notes plus accrued and unpaid interest, if any, to such redemption date.

Change of Control

   Upon certain change of control events, each Holder may require the Issuer to repurchase at 101%, plus accrued and unpaid interest, if any.

Trade Date

   November 9, 2015

Settlement Date:

   November 13, 2015 (T+3)

Use of Proceeds

  

The Issuer estimates that its net proceeds from this offering, after deducting underwriter discounts and commissions and estimated offering expenses, will be approximately $989 million.

 

The Issuer intends to use the net proceeds of this offering, together with cash on hand, to redeem all of HCA Inc.’s $1,000,000,000 aggregate principal amount outstanding of existing 6.500% notes due 2016.

Denominations

   $2,000 and integral multiples of $1,000

Form of Offering

   SEC Registered (Registration No. 333-201463)

Joint Book-Running Managers

  

Barclays Capital Inc.

Citigroup Global Markets Inc.

Credit Suisse Securities (USA) LLC

Deutsche Bank Securities Inc.

Goldman, Sachs & Co.

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Morgan Stanley & Co. LLC

RBC Capital Markets, LLC

SunTrust Robinson Humphrey, Inc.

UBS Securities LLC

Wells Fargo Securities, LLC

 

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Co-Managers                             

  

Credit Agricole Securities (USA) Inc.

Fifth Third Securities, Inc.

Mizuho Securities USA Inc.

SMBC Nikko Securities America, Inc.

 

 

The issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the United States Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents HCA Holdings, Inc. has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus may be obtained by calling Barclays Capital Inc. at (888) 603-5847 or emailing barclaysprospectus@broadridge.com.

This communication should be read in conjunction with the preliminary prospectus supplement and the accompanying prospectus. The information in this communication supersedes the information in the preliminary prospectus supplement and the accompanying prospectus to the extent inconsistent with the information in such preliminary prospectus supplement and the accompanying prospectus.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

 

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