UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. | Other Events. |
On March 2, 2022, HCA Healthcare, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the commencement of a proposed offering by its subsidiary HCA Inc. of senior secured notes (the “Notes”). The text of the Press Release is set forth as Exhibit 99.1 and is incorporated herein by reference.
The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction. The Notes may not be offered or sold in the United States or to, or for the benefit of, U.S. persons, absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit No. |
Description | |
99.1 | Press Release, dated March 2, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 HEALTHCARE, INC. (Registrant) | ||
By: | /s/ John M. Hackett | |
John M. Hackett | ||
Senior Vice President – Finance and Treasurer |
Date: March 2, 2022
Exhibit 99.1
FOR IMMEDIATE RELEASE | ||
INVESTOR CONTACT: | MEDIA CONTACT: | |
Frank Morgan | Harlow Sumerford | |
615-344-2688 | 615-344-1851 |
HCA ANNOUNCES PROPOSED PRIVATE OFFERING OF SENIOR SECURED NOTES
NASHVILLE, Tenn., March 2, 2022 HCA Healthcare, Inc. (NYSE: HCA) today announced that its wholly owned subsidiary, HCA Inc., proposes to offer senior secured notes, subject to market and other considerations. Actual terms of the notes, including maturity, interest rate and principal amount, will depend on market conditions at the time of pricing. HCA Inc. intends to use the net proceeds from this offering for general corporate purposes, which may include the repayment of borrowings outstanding under its senior secured asset-based revolving credit facility, and may use a portion of the net proceeds from this offering for the redemption of all or a portion of the $1.250 billion outstanding aggregate principal amount of its 4.75% senior secured notes due 2023 and all or a portion of the $1.250 billion outstanding aggregate principal amount of its 5.875% senior notes due 2023.
The notes will be sold in a private placement to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended, (the Securities Act), and to certain non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act.
The notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act or applicable state securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the notes or any other security and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale would be unlawful. Any offers of the notes will be made only by means of a private offering memorandum.
FORWARD-LOOKING STATEMENTS
Information provided and statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this press release and HCA assumes no obligation to update the information included in this press release. Such forward-looking statements include the expected use of proceeds from the offering. These statements often include words such as approximate, believe, expect, anticipate, intend, plan, estimate or similar expressions. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about HCAs industry, managements beliefs and certain assumptions made by management, many of which, by their nature, are inherently
uncertain and beyond HCAs control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance or occurrence of events and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although HCA believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. More information about potential risks and uncertainties that could affect the Companys business and results of operations is included in the Risk Factors and Forward-Looking Statements sections in the Annual Report on Form 10-K filed by the Company with the SEC on February 18, 2022. Unless otherwise required by law, HCA also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this press release.
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All references to the Company and HCA as used throughout this press release refer to HCA Healthcare, Inc.
and its affiliates.
Document and Entity Information |
Mar. 02, 2022 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0000860730 |
Document Type | 8-K |
Document Period End Date | Mar. 02, 2022 |
Entity Registrant Name | HCA Healthcare, Inc. |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-11239 |
Entity Tax Identification Number | 27-3865930 |
Entity Address, Address Line One | One Park Plaza |
Entity Address, City or Town | Nashville |
Entity Address, State or Province | TN |
Entity Address, Postal Zip Code | 37203 |
City Area Code | (615) |
Local Phone Number | 344-9551 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, $.01 par value per share |
Trading Symbol | HCA |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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