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): February 15, 2017
HCA HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-11239 | 27-3865930 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
One Park Plaza, Nashville, Tennessee |
37203 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(615) 344-9551
(Registrants Telephone Number, Including Area Code)
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:
☐ | 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. |
On February 15, 2017, HCA Inc., a direct, wholly owned subsidiary of HCA Holdings, Inc., entered into a joinder agreement (the Joinder Agreement) to refinance its existing senior secured term B-7 loan credit facility maturing on February 15, 2024 and pay related fees and expenses with a new $1.197 billion senior secured term B-8 loan credit facility maturing on February 15, 2024 (the Tranche B-8 Term Loan Facility) on substantially the same terms as its existing senior secured term B-7 loan credit facility, other than (i) borrowings under the Tranche B-8 Term Loan Facility will bear interest at LIBOR plus an applicable margin of 2.25% or a base rate plus an applicable margin of 1.25%, (ii) amortization payments on the aggregate principal amount of the Tranche B-8 Term Loan Facility are equal to 0.25% payable at the end of each fiscal quarter, commencing with the fiscal quarter ending June 30, 2017 and (iii) any prepayment of term loans under the Tranche B-8 Term Loan Facility in connection with a repricing transaction occurring on a date that is prior to the date that is six months after the effective date of the Joinder Agreement will be subject to a prepayment premium equal to 1.00% of the principal amount of any such term loans.
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.
1
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit No. |
Description | |
4.1 | Joinder Agreement No. 4, dated as of February 15, 2017, 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. |
2
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. (Registrant) | ||
By: | /s/ J. William B. Morrow | |
J. William B. Morrow | ||
Senior Vice President Finance and Treasurer |
Date: February 15, 2017
EXHIBIT INDEX
Exhibit No. |
Description | |
4.1 | Joinder Agreement No. 4, dated as of February 15, 2017, 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 B-8 TERM LOAN
JOINDER AGREEMENT NO. 4
JOINDER AGREEMENT NO. 4, dated as of February 15, 2017 (this Agreement), by and among Bank of America, N.A. (the Tranche B-8 Funding Loan Lender), each Tranche B-8 Converting Loan Lender (as defined below), 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, as further amended and restated as of February 26, 2014 and as further supplemented as of June 10, 2015, March 18, 2016 and August 15, 2016 (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, Collateral 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 B-8 Term Loans;
WHEREAS, the Tranche B-8 Term Loans constitute Ratio First Lien Indebtedness under the Credit Agreement; and
WHEREAS, Bank of America, N.A., Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities LLC are acting as joint lead arrangers and joint bookrunners for the Tranche B-8 Term Loans.
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
The Tranche B-8 Funding Loan Lender hereby agrees to commit to provide its New Term Loan Commitment with respect to the Tranche B-8 Term Loans (its Tranche B-8 Term Loan Commitment), as set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth below. Each Tranche B-7 Term Loan Lender that has executed a counterpart of this Agreement in its capacity as such (each a Tranche B-8 Converting Loan Lender and together with the Tranche B-8 Funding Loan Lender, the Tranche B-8 Loan Lenders) indicating its willingness to convert Tranche B-7 Term Loans to Tranche B-8 Term Loans, hereby agrees to have the portion of such Tranche B-7 Term Loans so converted in accordance herewith (after giving effect to any reduction as contemplated by the signature pages hereto) (as to such Tranche B-8 Converting Loan Lender, its Converted Tranche B-7 Term Loan) converted to Tranche B-8 Term Loans on the terms and subject to the conditions set forth below.
-1-
Each Tranche B-8 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 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 B-8 Loan Lender.
The Tranche B-8 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 B-8 Term Loans shall be as set forth below: |
Tranche B-8 Term Loans |
||||||||
Applicable LIBOR Margin |
Applicable ABR Margin |
|||||||
2.25 | % | 1.25 | % |
2. | Principal Payments. The Borrower shall make principal payments on the Tranche B-8 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 B-8 Term Loans on the Tranche B-8 Effective Date): |
(A) | (B) | |||
New Repayment Date |
Tranche B-8 Term
Loan | |||
June 30, 2017 |
0.25% | |||
September 30, 2017 |
0.25% | |||
December 31, 2017 |
0.25% | |||
March 31, 2018 |
0.25% |
-2-
(A) | (B) | |||
New Repayment Date |
Tranche B-8 Term
Loan | |||
June 30, 2018 |
0.25% | |||
September 30, 2018 |
0.25% | |||
December 31, 2018 |
0.25% | |||
March 31, 2019 |
0.25% | |||
June 30, 2019 |
0.25% | |||
September 30, 2019 |
0.25% | |||
December 31, 2019 |
0.25% | |||
March 31, 2020 |
0.25% | |||
June 30, 2020 |
0.25% | |||
September 30, 2020 |
0.25% | |||
December 31, 2020 |
0.25% | |||
March 31, 2021 |
0.25% | |||
June 30, 2021 |
0.25% | |||
September 30, 2021 |
0.25% | |||
December 31, 2021 |
0.25% | |||
March 31, 2022 |
0.25% | |||
June 30, 2022 |
0.25% | |||
September 30, 2022 |
0.25% | |||
December 31, 2022 |
0.25% | |||
March 31, 2023 |
0.25% | |||
June 30, 2023 |
0.25% | |||
September 30, 2023 |
0.25% | |||
December 31, 2023 |
0.25% | |||
Tranche B-8 Term Loan Maturity Date |
Remaining outstanding amounts |
Notwithstanding the foregoing, the Borrower shall repay all outstanding Tranche B-8 Term Loans on February 15, 2024 (or, if such day is not a Business Day, the immediately preceding Business Day) (the Tranche B-8 Term Loan Maturity Date).
3. | Voluntary and Mandatory Prepayments. Scheduled installments of principal of the Tranche B-8 Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Tranche B-8 Term Loans in accordance with Sections 5.1 or 5.2 of the Credit Agreement, respectively. |
4. | Prepayment Fees. In the event that prior to the date that is six months after the Tranche B-8 Effective Date a Repricing Transaction occurs with respect to the Tranche B-8 Term Loans, the Borrower shall pay a premium to each Lender whose Tranche B-8 Term Loan is repaid or amended (including any Non-Consenting Lender who is required to assign its Tranche B-8 Term Loans), as applicable, equal to the 1.00% of the principal amount of such Lenders affected Tranche B-8 Term Loan. |
-3-
For purposes of the foregoing:
Repricing Transaction shall mean the repayment, refinancing or replacement of all or a portion of the Tranche B-8 Term Loans with proceeds from the incurrence by any Credit Party of any long-term bank debt financing incurred for the primary purpose of repaying, refinancing or replacing the Tranche B-8 Term Loans having an effective interest cost or weighted average yield (excluding any arrangement or commitment fees in connection therewith) that is less than the effective interest rate for or weighted average yield of the Tranche B-8 Term Loans, including, without limitation, as may be effected through any amendment to this Agreement relating to the interest rate for, or weighted average yield of, the Tranche B-8 Term Loans; provided that such prepayment premium shall not be payable if the prepayment or refinancing is made in connection with a Change of Control.
5. | Other Terms of Tranche B-8 Term Loans. Except as expressly set forth herein, the terms of the Tranche B-8 Term Loans shall be identical to the terms of the Tranche B-7 Term Loans. References in the Credit Agreement to Term Loans shall include without limitation, the Tranche B-8 Term Loans which shall be deemed to be a separate Class of Term Loans under the Credit Agreement. |
6. | Funding and Conversion of Tranche B-8 Term Loans. Subject to the terms and conditions of this Agreement, on the Tranche B-8 Effective Date (i) the Tranche B-8 Funding Loan Lender agrees to make to the Borrower a Tranche B-8 Term Loan in an aggregate principal amount equal to its Tranche B-8 Term Loan Commitment and (ii) each Converted Tranche B-7 Term Loan of each Tranche B-8 Converting Loan Lender shall be converted into a Tranche B-8 Term Loan of such Lender effective as of the Tranche B-8 Effective Date in a principal amount equal to the principal amount of such Lenders Converted Tranche B-7 Term Loan immediately prior to such conversion. The Tranche B-8 Term Loan Commitment shall be automatically and permanently reduced to $0 upon the funding of the Tranche B-8 Funding Loan Lender pursuant to this Section 6. |
7. | Credit Agreement Governs. Except as set forth in this Agreement, the Tranche B-8 Term Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Credit Documents. |
8. | Borrowers Certifications. By its execution of this Agreement, the undersigned officer (solely in such capacity, not individually and without personal liability), 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 |
-4-
(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. |
9. | Conditions to Tranche B-8 Effective Date. This Agreement shall become effective on the date (the Tranche B-8 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, the Tranche B-8 Funding Loan Lender, each Tranche B-8 Converting 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(a) 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;
(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; and
(e) The Administrative Agent shall have received a written notice of prepayment on the Tranche B-8 Effective Date of all Tranche B-7 Term Loans (other than the Converted Tranche B-7 Term Loans).
10. | Mortgage Requirements. No later than 90 days following the Tranche B-8 Effective Date, the Borrower shall deliver or cause to be delivered to the Collateral Agent: |
(a) | No Mortgage Amendment Necessary |
Written or e-mail 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
-5-
necessary to give constructive notice to third parties 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, 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; or, for any Mortgage recorded in a jurisdiction in which local counsel is unable to provide the foregoing written or email confirmation, with respect to such Mortgage, the deliverables listed in Section 5(b) below.
(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 TX T.38 modification endorsement to the existing policy or policies of title insurance insuring the Lien of each applicable Mortgage in form and substance reasonably satisfactory to the Administrative Agent and having the effect of a valid, issued and binding endorsement to the respective title insurance policy. |
11. | Recordation of the New Loans. Upon execution and delivery hereof, the Administrative Agent will record the Tranche B-8 Term Loans made or converted by each Tranche B-8 Loan Lender in the Register. |
12. | Certain U.S. Federal Income Tax Matters. The Borrower, the Administrative Agent and the Lenders agree that the Tranche B-8 Term Loans shall be treated in their entirety as one fungible tranche for U.S. federal income tax purposes (i.e., the Tranche B-8 Term |
-6-
Loans received upon conversion of the Converted Tranche B-7 Term Loans shall be fungible for U.S. federal income tax purposes with the Tranche B-8 Term Loans made pursuant to the Tranche B-8 Term Loan Commitment). For the avoidance of doubt and solely for purposes of FATCA, the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Tranche B-8 Term Loans as not qualifying as grandfathered obligations within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). |
13. | 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. |
14. | 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. |
15. | 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. |
16. | 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, such provision shall be interpreted to be only so broad as would be enforceable. |
17. | 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. |
18. | 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 reaffirmed 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 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.]
-7-
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/ J. William B. Morrow | |
Name: | J. William B. Morrow | |
Title: | Senior Vice President Finance and Treasurer | |
Each of the GUARANTORS listed on Schedule I hereto | ||
By: | /s/ Christopher F. Wyatt | |
Name: | Christopher F. Wyatt | |
Title: | Senior Vice President | |
MEDICREDIT, INC. | ||
By: | /s/ N. Eric Ward | |
Name: | N. Eric Ward | |
Title: | President and Chief Executive Officer |
[Joinder Agreement Signature Page]
SCHEDULE I
Guarantor |
By its |
By its |
||||||
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 Rio Grande Healthcare, L.P. |
* | |||||||
Columbia Riverside, Inc. |
||||||||
Columbia Valley Healthcare System, L.P. |
* | |||||||
Columbia/Alleghany Regional Hospital Incorporated |
Guarantor |
By its |
By its |
||||||
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. |
||||||||
East Florida - DMC, 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. |
||||||||
H2U Wellness Centers, LLC |
||||||||
HCA - IT&S Field Operations, Inc. |
||||||||
HCA - IT&S Inventory Management, Inc. |
||||||||
HCA-HealthONE LLC |
||||||||
HCA American Finance LLC |
||||||||
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 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. |
||||||||
HealthTrust Workforce Solutions, LLC |
Guarantor |
By its |
By its |
||||||
Hendersonville Hospital Corporation |
||||||||
Hospital Corporation of Tennessee |
||||||||
Hospital Corporation of Utah |
||||||||
Hospital Development Properties, Inc. |
||||||||
HPG Enterprises, LLC |
||||||||
HSS Holdco, LLC |
||||||||
HSS Systems, LLC |
||||||||
HSS Virginia, L.P. |
* | |||||||
HTI Memorial Hospital Corporation |
||||||||
HTI MOB, LLC |
* | |||||||
Integrated Regional Lab, LLC |
||||||||
Integrated Regional Laboratories, LLP |
* | |||||||
JPM AA Housing, LLC |
||||||||
JFK Medical Center Limited Partnership |
* | |||||||
KPH-Consolidation, Inc. |
||||||||
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. |
Guarantor |
By its |
By its |
||||||
Montgomery Regional Hospital, Inc. |
||||||||
Mountain Division - CVH, LLC |
||||||||
Mountain View Hospital, Inc. |
||||||||
Nashville Shared Services General Partnership |
* | |||||||
National Patient Account Services, Inc. |
||||||||
New Iberia Healthcare, LLC |
||||||||
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. |
||||||||
Oklahoma Holding Company, LLC |
||||||||
Outpatient Cardiovascular Center of Central Florida, LLC |
||||||||
Outpatient Services Holdings, Inc. |
||||||||
Oviedo Medical Center, 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 |
||||||||
Pasadena Bayshore Hospital, Inc. |
||||||||
PatientKeeper, Inc. |
||||||||
Pearland Partner, LLC |
||||||||
Plantation General Hospital, L.P. |
* | |||||||
Poinciana Medical Center, Inc. |
||||||||
Primary Health, Inc. |
||||||||
Pulaski Community Hospital, Inc. |
||||||||
Putnam Community Medical Center of North Florida, LLC |
||||||||
Redmond Park Hospital, LLC |
Guarantor |
By its |
By its |
||||||
Redmond Physician Practice Company |
||||||||
Reston Hospital Center, LLC |
||||||||
Retreat Hospital, LLC |
||||||||
Rio Grande Regional Hospital, Inc. |
||||||||
Riverside Healthcare System, L.P. |
* | |||||||
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. |
||||||||
SSHR Holdco, LLC |
||||||||
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. |
* | |||||||
The Regional Health System of Acadiana, LLC |
||||||||
The Outsource Group, Inc. |
||||||||
Timpanogos Regional Medical Services, Inc. |
||||||||
Trident Medical Center, LLC |
Guarantor |
By its |
By its |
||||||
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. |
||||||||
Walterboro Community Hospital, Inc. |
||||||||
WCP Properties, LLC |
||||||||
Wesley Medical Center, LLC |
||||||||
West Florida MHT, LLC |
||||||||
West Florida PPH, LLC |
||||||||
West Florida TCH, LLC |
||||||||
West Florida Regional Medical Center, Inc. |
||||||||
West Valley Medical Center, Inc. |
||||||||
Western Plains Capital, Inc. |
||||||||
WHMC, Inc. |
||||||||
Womans Hospital of Texas, Incorporated |
Consented to by: | ||
BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent | ||
By: |
/s/ Liliana Claar | |
Name: |
Liliana Claar | |
Title: |
Vice President | |
BANK OF AMERICA, N.A., as the Tranche B-8 Funding Loan Lender | ||
By: |
/s/ Joseph L. Corah | |
Name: |
Joseph L. Corah | |
Title: |
Director |
[Joinder Agreement Signature Page]
[ADDITIONAL LENDER SIGNATURES OMITTED]
[Joinder Agreement Signature Page]