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Friday, June 7, 2019

HCA redeems, sells secured notes at favorable rate differentials

On June 5, 2019, HCA Healthcare, Inc. (the “Registrant” or the “Parent Guarantor”), HCA Inc., a wholly owned subsidiary of the Registrant (the “Issuer”), and certain subsidiary guarantors of the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC as representatives of the several underwriters named therein, for the issuance and sale by the Issuer of $5,000,000,000 aggregate principal amount of senior secured notes (collectively, the “Notes”) in the following tranches:
     •   $2,000,000,000 aggregate principal amount of 41/8% Senior Secured Notes
         due 2029;




     •   $1,000,000,000 aggregate principal amount of 51/8% Senior Secured Notes
         due 2039; and




     •   $2,000,000,000 aggregate principal amount of 51/4% Senior Secured Notes
         due 2049.

The Notes will be guaranteed on a senior unsecured basis by the Parent Guarantor and on a senior secured basis by certain of the Issuer’s subsidiaries, and will be issued and sold pursuant to the Registrant’s Registration Statement on Form S-3 (File No. 333-226709) and a related preliminary prospectus supplement dated June 5, 2019.
The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.
On June 5, 2019, the Issuer provided notice of its election to redeem (the “Redemption”) all $600 million aggregate principal amount outstanding of its existing 4.25% Senior Secured Notes due 2019, all $3.000 billion aggregate principal amount of its existing 6.50% Senior Secured Notes due 2020 and all $1.350 billion aggregate principal amount of its existing 5.875% Senior Secured Notes due 2022 (collectively, the “Redeemed Notes”). The Redeemed Notes will be redeemed on July 5, 2019 (the “Redemption Date”). The Issuer’s obligation to complete the Redemption is conditioned upon the receipt prior to the Redemption Date by the Issuer of at least $4.500 billionin net proceeds from the sale and issuance of the Notes pursuant to the Underwriting Agreement. This Current Report on Form 8-K does not constitute a notice of redemption of the Redeemed Notes.

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