0001209191-14-037446.txt : 20140528 0001209191-14-037446.hdr.sgml : 20140528 20140528172536 ACCESSION NUMBER: 0001209191-14-037446 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140523 FILED AS OF DATE: 20140528 DATE AS OF CHANGE: 20140528 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: KKR Group Holdings L.P. CENTRAL INDEX KEY: 0001472696 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 14873636 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROBERTS GEORGE R CENTRAL INDEX KEY: 0001081715 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 14873637 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KRAVIS HENRY R CENTRAL INDEX KEY: 0001081714 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 14873638 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO STREET 2: 9 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Group Ltd CENTRAL INDEX KEY: 0001472695 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 14873639 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-05-23 0 0000860730 HCA Holdings, Inc. HCA 0001081714 KRAVIS HENRY R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001081715 ROBERTS GEORGE R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001472696 KKR Group Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001472695 KKR Group Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 Common Stock, par value $0.01 per share 2014-05-23 4 S 0 2988574 51.53 D 8966979.1 I Held though Hercules Holding II, LLC and KKR Millennium Fund L.P. Common Stock, par value $0.01 per share 2014-05-23 4 S 0 2899839 51.53 D 6067140.1 I Held though Hercules Holding II, LLC and KKR Millennium Fund L.P. Common Stock, par value $0.01 per share 2014-05-23 4 S 0 2773083 51.53 D 8320413.2 I Held though Hercules Holding II, LLC and KKR 2006 Fund L.P. Common Stock, par value $0.01 per share 2014-05-23 4 S 0 2690746 51.53 D 5629667.2 I Held though Hercules Holding II, LLC and KKR 2006 Fund L.P. Common Stock, par value $0.01 per share 2014-05-23 4 S 0 1267429 51.53 D 3802819.9 I Held though Hercules Holding II, LLC and KKR PEI investments, L.P. Common Stock, par value $0.01 per share 2014-05-23 4 S 0 1229797 51.53 D 2573022.9 I Held though Hercules Holding II, LLC and KKR PEI investments, L.P. Common Stock, par value $0.01 per share 2014-05-23 4 S 0 102492 51.53 D 307519.6 I Held though Hercules Holding II, LLC and KKR Partners III, L.P. Common Stock, par value $0.01 per share 2014-05-23 4 S 0 99449 51.53 D 208070.6 I Held though Hercules Holding II, LLC and KKR Partners III, L.P. Common Stock, par value $0.01 per share 2014-05-23 4 S 0 62917 51.53 D 188778.4 I Held though Hercules Holding II, LLC and OPERF Co-Investment LLC Common Stock, par value $0.01 per share 2014-05-23 4 S 0 61049 51.53 D 127729.4 I Held though Hercules Holding II, LLC and OPERF Co-Investment LLC Common Stock, par value $0.01 per share 2014-05-23 4 S 0 305505 51.53 D 916642.4 I Held though Hercules Holding II, LLC and 8 North America Investor, L.P. Common Stock, par value $0.01 per share 2014-05-23 4 S 0 296434 51.53 D 620208.4 I Held though Hercules Holding II, LLC and 8 North America Investor, L.P. In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.01 per share (the "Common Stock"), of HCA Holdings, Inc. (the "Company") by certain selling shareholders to Citigroup Global Markets Inc. pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus supplement, each dated May 19, 2014, Hercules Holding II, LLC ("Hercules"), as a selling shareholder, sold 13,949,562 shares of Common Stock of the Company at $51.53 per share. The Secondary Offering closed on May 23, 2014. In connection with the repurchase of Common Stock from Hercules by the Company (the "Share Repurchase") pursuant to a share repurchase agreement between the Company and Hercules, Hercules sold 14,554,628 shares of Common Stock of the Company at $51.53 per share. The Share Repurchase closed on May 23, 2014. Following the sale of shares of Common Stock reported herein, Hercules directly holds 99,363,755 shares of Common Stock, including all of the shares of Common Stock reported herein. The membership interests of Hercules Holding II, LLC are held by a private investor group, including affiliates of Bain Capital Partners, LLC, Kohlberg Kravis Roberts & Co. L.P. and Company founder Dr. Thomas F. Frist, Jr. Each of such persons disclaims membership in any such group and each of such persons other than Hercules disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. KKR Millennium Fund may be deemed to indirectly beneficially own all of these shares by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general partner of the KKR Millennium Fund is KKR Associates Millennium L.P., and KKR Millennium GP LLC is the sole general partner of KKR Associates Millennium L.P. The designated member of KKR Millennium GP LLC is KKR Fund Holdings L.P. KKR 2006 Fund L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general partner of the KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P. KKR PEI Investments, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general partner of KKR PEI Investments, L.P. is KKR PEI Associates, L.P., and the sole general partner of KKR PEI Associates, L.P. is KKR PEI GP Limited. The sole shareholder of KKR PEI GP Limited is KKR Fund Holdings L.P. KKR Partners III, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general partner of KKR Partners III, L.P. is KKR III GP LLC. The managers of KKR III GP LLC are Messrs. Henry R. Kravis and George R. Roberts. OPERF Co-Investment may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general manager of OPERF Co-Investment is KKR Associates 2006 L.P, and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P. 8 North America Investor L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general partner of 8 North America Investor L.P. is KKR Associates 8 NA L.P., and the sole general partner of KKR Associates 8 NA L.P. is KKR 8 NA Limited. The sole shareholder of KKR 8 NA Limited is KKR Fund Holdings L.P. The general partners of KKR Fund Holdings L.P. are KKR Fund Holdings GP Limited and KKR Group Holdings L.P. The sole shareholder of KKR Fund Holdings GP Limited is KKR Group Holdings L.P. The sole general partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. The designated members of KKR Management LLC are Henry R. Kravis and George R. Roberts. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR Millennium Fund L.P., KKR Associates Millennium L.P., KKR Millennium GP LLC, KKR 2006 Fund L.P., KKR Associates 2006 L.P., KKR 2006 GP LLC, OPERF Co-Investment LLC, KKR Partners III, L.P., KKR III GP LLC, KKR Fund Holdings L.P., KKR PEI Investments, L.P., KKR PEI Associates, L.P., KKR PEI GP Limited, 8 North America Investor L.P., KKR Associates 8 NA L.P., KKR 8 NA Limited, KKR Fund Holdings L.P., KKR Fund Holdings GP Limited, KKR & Co. L.P. and KKR Management LLC have made a separate Form 4 filing. (13) Mr. Gallagher is signing in his capacity as attorney-in-fact for Henry R. Kravis. (14) Mr. Gallagher is signing in his capacity as attorney-in-fact for George R. Roberts. (15) Mr. Gallagher is signing in his capacity as attorney-in-fact for William J. Janetschek, a director of KKR Group Limited, general partner of KKR Group Holdings L.P. (16) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Group Limited. Exhibit List: Exhibit 24 - Power of Attorney. /s/ Terence P. Gallagher, Henry R. Kravis(13) 2014-05-28 /s/ Terence P. Gallagher, George R. Roberts(14) 2014-05-28 /s/ Terence P. Gallagher, KKR Group Holdings L.P.(15) 2014-05-28 /s/ Terence P. Gallagher, KKR Group Limited(16) 2014-05-28 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      Exhibit 24

                                POWER OF ATTORNEY

Know all men by these presents that Henry R. Kravis does hereby make, constitute
and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and
Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of
the undersigned with full powers of substitution and revocation, for and in the
name, place and stead of the undersigned (both in the undersigned's individual
capacity and as a manager or member of any limited liability company, as a
partner of any partnership, as an officer of any corporate or other entity, or
in the undersigned's capacity in a position similar to the foregoing at any
entity, in each case, for which the undersigned is otherwise authorized to
sign), to execute and deliver such forms, schedules, statements and other
documents as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h)
and 16(a) of the Securities Exchange Act of 1934, as amended, including without
limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and
Form 5 and (ii) in connection with any applications for EDGAR access codes,
including without limitation the Form ID.

                                        /s/ Henry R. Kravis
                                        ---------------------------------------
                                        Name: Henry R. Kravis

Date: May 28, 2014


                                POWER OF ATTORNEY

Know all men by these presents that George R. Roberts does hereby make,
constitute and appoint William J. Janetschek, David J. Sorkin, Terence P.
Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful
attorney-in-fact of the undersigned with full powers of substitution and
revocation, for and in the name, place and stead of the undersigned (both in the
undersigned's individual capacity and as a manager or member of any limited
liability company, as a partner of any partnership, as an officer of any
corporate or other entity, or in the undersigned's capacity in a position
similar to the foregoing at any entity, in each case, for which the undersigned
is otherwise authorized to sign), to execute and deliver such forms, schedules,
statements and other documents as may be required to be filed from time to time
with the Securities and Exchange Commission with respect to: (i) Sections 13(d),
13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as
amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F,
Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications
for EDGAR access codes, including without limitation the Form ID.

                                        /s/ George R. Roberts
                                        ---------------------------------------
                                        Name: George R. Roberts

Date: May 28, 2014


                                POWER OF ATTORNEY

Know all men by these presents that William J. Janetschek does hereby make,
constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher B.
Lee, or any one of them, as a true and lawful attorney-in-fact of the
undersigned with full powers of substitution and revocation, for and in the
name, place and stead of the undersigned (both in the undersigned's individual
capacity and as a manager or member of any limited liability company, as a
partner of any partnership, as an officer of any corporate or other entity, or
in the undersigned's capacity in a position similar to the foregoing at any
entity, in each case, for which the undersigned is otherwise authorized to
sign), to execute and deliver such forms, schedules, statements and other
documents as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h)
and 16(a) of the Securities Exchange Act of 1934, as amended, including without
limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and
Form 5 and (ii) in connection with any applications for EDGAR access codes,
including without limitation the Form ID.

                                        /s/ William J. Janetschek
                                        ---------------------------------------
                                        Name: William J. Janetschek

Date: May 28, 2014