Item 1.01 Entry into a Material Definitive Agreement.
Issuance of
Overview
On
On
The following is a brief description of the terms of the Notes and the Indenture.
Maturity and Interest Payment Dates
The Notes will mature on
Ranking
The Notes are the Issuer's senior unsecured obligations and: (i) rank senior in right of payment to any of its existing and future subordinated indebtedness, (ii) rank equally in right of payment with any of its existing and future senior indebtedness, (iii) are effectively subordinated in right of payment to any of its existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness, and (iv) are structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of its subsidiaries.
--------------------------------------------------------------------------------
Guarantees
The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Parent Guarantor.
Covenants
The Indenture contains covenants limiting the Issuer's and certain of its subsidiaries' ability to: (i) create liens on certain assets to secure debt, (ii) engage in certain sale and lease-back transactions and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of its assets. These covenants are subject to a number of important limitations and exceptions.
Optional Redemption
The Indenture permits the Issuer to redeem some or all of the Notes at any time at the redemption prices set forth in the Indenture.
Change of Control
Upon the occurrence of a change of control, as defined in the Indenture, each holder of the Notes has the right to require the Issuer to repurchase some or all of such holder's Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.
Events of Default
The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.
The foregoing descriptions of the Notes and the Indenture (including the form of the Notes) are qualified in their entirety by the terms of such agreements. Please refer to such agreements, which are incorporated herein by reference and attached hereto as Exhibits 4.1 through 4.3.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 4.1 Indenture dated as ofAugust 1, 2011 , amongHCA Inc. , the guarantors named on Schedule I thereto,Delaware Trust Company (as successor toLaw Debenture Trust Company of New York ), as trustee, andDeutsche Bank Trust Company Americas , as paying agent, registrar and transfer agent (filed as Exhibit 4.5 to the Registrant's Registration Statement on Form S-3 (File No. 333-226709) and incorporated herein by reference) 4.2 Supplemental Indenture No. 26, dated as ofFebruary 26, 2020 , amongHCA Inc. ,HCA Healthcare, Inc. ,Delaware Trust Company , as trustee, andDeutsche Bank Trust Company Americas , as paying agent, registrar and transfer agent 4.3 Form of Global Note representing the Notes (included in Exhibit 4.2)
--------------------------------------------------------------------------------
5.1 Opinion ofCleary Gottlieb Steen & Hamilton LLP 23.1 Consent ofCleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source