Item 1.01. Entry into a Material Definitive Agreement.
Issuance of
On
On
Net proceeds from the offering of the Notes, after deducting discounts to the
initial purchasers of the Notes and estimated offering expenses, are estimated
to be approximately
The following is a brief description of the terms of the Notes and the Indentures.
Maturity and Interest Payment Dates
The 2027 Notes will mature on
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Ranking
The Notes are the Issuer's senior secured 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 senior in right of payment to any unsecured indebtedness to the extent of the collateral securing the Notes, (iv) are effectively equal in right of payment with indebtedness under its cash flow credit facility and the existing first lien notes to the extent of the collateral securing such indebtedness, (v) are effectively subordinated in right of payment to all indebtedness under its asset-based revolving credit facility to the extent of the shared collateral securing such indebtedness, and (vi) are structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of its non-guarantor subsidiaries (other than indebtedness and liabilities owed to it or one of its subsidiary guarantors).
Guarantees
The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Parent Guarantor and on a senior secured basis by each of the Issuer's existing and future direct or indirect wholly owned domestic subsidiaries that guarantees its obligations under its senior secured credit facilities (except for certain special purpose subsidiaries that only guarantee and pledge their assets under the Issuer's asset-based revolving credit facility).
Security
The Notes and related subsidiary guarantees are secured by first-priority liens,
subject to permitted liens, on certain of the assets of the Issuer and the
subsidiary guarantors that secure the Issuer's cash flow credit facility and the
existing first lien notes on a pari passu basis, including: (i) substantially
all of the capital stock of substantially all wholly owned first-tier
subsidiaries of the Issuer or of subsidiary guarantors of the existing first
lien notes (but limited to 65% of the stock of any such wholly-owned first-tier
subsidiary that is a foreign subsidiary) subject to certain limited exceptions;
and (ii) substantially all tangible and intangible assets of the Issuer and each
subsidiary guarantor, other than (1) other properties that do not secure the
Issuer's senior secured credit facilities, (2) certain deposit accounts, other
bank or securities accounts and cash, (3) leaseholds and certain other
exceptions; provided that, with respect to the portion of the collateral
comprised of real property, the Issuer will have up to 90 days following the
issue date of the Notes to complete those actions required to perfect the
first-priority lien on such collateral and (4) certain receivables collateral
that only secures the Issuer's asset-based revolving credit facility, in each
case subject to exceptions, and except that the lien on properties defined as
"principal properties" under the Issuer's existing indenture dated as of
The Notes and the related subsidiary guarantees will be secured by second-priority liens, subject to permitted liens, on certain receivables of the Issuer and the subsidiary guarantors that secure the Issuer's asset-based revolving credit facility on a first-priority basis.
In the event that each of
Covenants
The Indentures contain 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) in the case of the Issuer, consolidate, merge, sell or otherwise dispose of all or . . .
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. 29, dated as ofMarch 9, 2022 , amongHCA Inc. ,HCA Healthcare, Inc. , the subsidiary guarantors named therein,Delaware Trust Company , as trustee, andDeutsche Bank Trust Company Americas , as paying agent, registrar and transfer agent 4.3 Supplemental Indenture No. 30, dated as ofMarch 9, 2022 , amongHCA Inc. ,HCA Healthcare, Inc. , the subsidiary guarantors named therein,Delaware Trust Company , as trustee, andDeutsche Bank Trust Company Americas , as paying agent, registrar and transfer agent 4.4 Supplemental Indenture No. 31, dated as ofMarch 9, 2022 , amongHCA Inc. ,HCA Healthcare, Inc. , the subsidiary guarantors named therein,Delaware Trust Company , as trustee, andDeutsche Bank Trust Company Americas , as paying agent, registrar and transfer agent 4.5 Supplemental Indenture No. 32, dated as ofMarch 9, 2022 , amongHCA Inc. ,HCA Healthcare, Inc. , the subsidiary guarantors named therein,Delaware Trust Company , as trustee, andDeutsche Bank Trust Company Americas , as paying agent, registrar and transfer agent 4.6 Supplemental Indenture No. 33, dated as ofMarch 9, 2022 , amongHCA Inc. ,HCA Healthcare, Inc. , the subsidiary guarantors named therein,Delaware Trust Company , as trustee, andDeutsche Bank Trust Company Americas , as paying agent, registrar and transfer agent 4.7 Form of Global Notes representing the 2027 Notes (included in Exhibit 4.2) 4.8 Form of Global Notes representing the 2029 Notes (included in Exhibit 4.3) 4.9 Form of Global Notes representing the 2032 Notes (included in Exhibit 4.4) 4.10 Form of Global Notes representing the 2042 Notes (included in Exhibit 4.5) 4.11 Form of Global Notes representing the 2052 Notes (included in Exhibit 4.6) 4.12 Security Agreement, dated asNovember 17, 2006 , and amended and restated as ofMarch 2, 2009 , amongHCA Inc. , the Subsidiary Grantors named therein andBank of America, N.A ., as Collateral Agent (filed as Exhibit 4.10 to the Registrant's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2008 (File No. 001-11239), and incorporated herein by reference) 4.13 Pledge Agreement, dated as ofNovember 17, 2006 , and amended and restated as ofMarch 2, 2009 , amongHCA Inc. , the Subsidiary Pledgors named therein andBank of America, N.A ., as Collateral Agent (filed as Exhibit 4.11 to the Registrant's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2008 (File No. 001-11239), and incorporated herein by reference)
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4.14 First Lien Intercreditor Agreement, dated as ofApril 22, 2009 , amongBank of America, N.A . as Collateral Agent,Bank of America, N.A . as Authorized Representative under theCredit Agreement andLaw Debenture Trust Company ofNew York as the Initial Additional Authorized Representative (filed as Exhibit 4.5 to the Registrant's Current Report on Form 8-K filedApril 28, 2009 , and incorporated herein by reference) 4.15 Additional Receivables Intercreditor Agreement, dated as ofMarch 9, 2022 , by and betweenBank of America, N.A ., as ABL Collateral Agent, andBank of America, N.A ., as First Lien Collateral Agent 4.16 Registration Rights Agreement, dated as ofMarch 9, 2022 , amongHCA Inc. ,HCA Healthcare, Inc. , the subsidiary guarantors named therein andCitigroup Global Markets Inc. ,BofA Securities, Inc. ,J.P. Morgan Securities LLC andMorgan Stanley & Co. LLC as representatives of the other several initial purchasers named therein 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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