Item 1.01. Entry into a Material Definitive Agreement.

Issuance of $6,000,000,000 aggregate principal amount of senior secured notes

On March 9, 2022, HCA Inc. (the "Issuer"), a direct, wholly owned subsidiary of HCA Healthcare, Inc. (the "Parent Guarantor"), completed its issuance and sale of $6,000,000,000 aggregate principal amount of its senior secured notes, consisting of (i) $1,000,000,000 aggregate principal amount of 3 1/8% Senior Secured Notes due 2027 (the "2027 Notes"), (ii) $500,000,000 aggregate principal amount of 3 3/8% Senior Secured Notes due 2029 (the "2029 Notes"), (iii) $2,000,000,000 aggregate principal amount of 3 5/8% Senior Secured Notes due 2032 (the "2032 Notes"), (iv) $500,000,000 aggregate principal amount of 4 3/8% Senior Secured Notes due 2042 (the "2042 Notes") and (v) $2,000,000,000 aggregate principal amount of 4 5/8% Senior Secured Notes due 2052 (the "2052 Notes" and, together with the 2027 Notes, the 2029 Notes, the 2032 Notes and the 2042 Notes, the "Notes"), each guaranteed on a senior unsecured basis by the Parent Guarantor and on a senior secured basis by certain of the Issuer's subsidiaries (together with the Parent Guarantor, the "Guarantors"). The Notes were not 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.

On March 9, 2022, the Notes were issued pursuant to an Indenture, dated as of August 1, 2011 (the "Base Indenture"), among the Issuer, the Parent Guarantor, Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee (the "Trustee"), and Deutsche Bank Trust Company Americas, as registrar, paying agent and transfer agent (the "Registrar"), as amended and supplemented by (i) the Supplemental Indenture No. 29, dated as of March 9, 2022, among the Issuer, the Guarantors, the Trustee and the Registrar, relating to the 2027 Notes (together with the Base Indenture, the "2027 Notes Indenture"), (ii) the Supplemental Indenture No. 30, dated as of March 9, 2022, among the Issuer, the Guarantors, the Trustee and the Registrar, relating to the 2029 Notes (together with the Base Indenture, the "2029 Notes Indenture"), (iii) the Supplemental Indenture No. 31, dated as of March 9, 2022, among the Issuer, the Guarantors, the Trustee and the Registrar, relating to the 2032 Notes (together with the Base Indenture, the "2032 Notes Indenture"), (iv) the Supplemental Indenture No. 32, dated as of March 9, 2022, among the Issuer, the Guarantors, the Trustee and the Registrar, relating to the 2042 Notes (together with the Base Indenture, the "2042 Notes Indenture") and (v) the Supplemental Indenture No. 33, dated as of March 9, 2022, among the Issuer, the Guarantors, the Trustee and the Registrar, relating to the 2052 Notes (together with the Base Indenture, the "2052 Notes Indenture" and, together with the 2027 Notes Indenture, the 2029 Notes Indenture, the 2032 Notes Indenture and the 2042 Notes Indenture, the "Indentures").

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 $5.911 billion. The Issuer used a portion of the net proceeds from the offering of the Notes for the repayment of borrowings outstanding under its senior secured asset-based revolving credit facility, and intends to use a portion of the net proceeds for the redemption of all $1.250 billion outstanding aggregate principal amount of its 4.75% senior secured notes due 2023 and the remainder of the net proceeds for general corporate purposes, which may include the redemption of all or a portion of its 5.875% senior notes due 2023.

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 March 15, 2027, the 2029 Notes will mature on March 15, 2029, the 2032 Notes will mature on March 15, 2032, the 2042 Notes will mature on March 15, 2042 and the 2052 Notes will mature on March 15, 2052. Interest on the Notes will be payable semi-annually, on March 15 and September 15 of each year, commencing on September 15, 2022, to holders of record on the preceding March 1 and September 1, as the case may be.

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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 December 16, 1993 so long as such indenture remains in effect, will be limited to securing a portion of the indebtedness under the Notes, the Issuer's cash flow credit facility and the existing first lien notes that, in the aggregate, does not exceed 10% of the Issuer's consolidated net tangible assets.

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 Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services ("Standard & Poor's") issues an investment grade rating with respect to both the Notes and the "corporate family rating" (or comparable designation) for the Parent Guarantor and its subsidiaries, the collateral securing the Notes and the related subsidiary guarantees will be released. In addition, to the extent the collateral is released as security for the Issuer's senior secured credit facilities, it will also be released as security for the Notes and for the related subsidiary guarantees. As of the date of this Current Report, Moody's and Standard & Poor's have issued an investment grade rating with respect to our senior secured notes but only Moody's has issued an investment grade rating with respect to the "corporate family rating" (or comparable designation) for the Parent Guarantor and its subsidiaries. The Parent Guarantor and its subsidiaries currently have a positive ratings outlook from Standard & Poor's, and in the event Standard & Poor's upgrades its current "corporate family rating" (or comparable designation) of the Parent Guarantor and its subsidiaries, the conditions for the collateral and subsidiary guarantee releases will be met.

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 of August 1, 2011, among HCA Inc., the guarantors
            named on Schedule I thereto, Delaware Trust Company (as successor to
            Law Debenture Trust Company of New York), as trustee, and Deutsche
            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 of March 9, 2022, among HCA
            Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein,
            Delaware Trust Company, as trustee, and Deutsche Bank Trust Company
            Americas, as paying agent, registrar and transfer agent

4.3           Supplemental Indenture No. 30, dated as of March 9, 2022, among HCA
            Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein,
            Delaware Trust Company, as trustee, and Deutsche Bank Trust Company
            Americas, as paying agent, registrar and transfer agent

4.4           Supplemental Indenture No. 31, dated as of March 9, 2022, among HCA
            Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein,
            Delaware Trust Company, as trustee, and Deutsche Bank Trust Company
            Americas, as paying agent, registrar and transfer agent

4.5           Supplemental Indenture No. 32, dated as of March 9, 2022, among HCA
            Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein,
            Delaware Trust Company, as trustee, and Deutsche Bank Trust Company
            Americas, as paying agent, registrar and transfer agent

4.6           Supplemental Indenture No. 33, dated as of March 9, 2022, among HCA
            Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein,
            Delaware Trust Company, as trustee, and Deutsche 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 as November 17, 2006, and amended and
            restated as of March 2, 2009, among HCA Inc., the Subsidiary Grantors
            named therein and Bank 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 ended December 31, 2008 (File No. 001-11239), and
            incorporated herein by reference)

4.13          Pledge Agreement, dated as of November 17, 2006, and amended and
            restated as of March 2, 2009, among HCA Inc., the Subsidiary Pledgors
            named therein and Bank 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 ended December 31, 2008 (File No. 001-11239), and
            incorporated herein by reference)

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4.14      First Lien Intercreditor Agreement, dated as of April 22, 2009, among
        Bank of America, N.A. as Collateral Agent, Bank of America, N.A. as
        Authorized Representative under the Credit Agreement and Law Debenture
        Trust Company of New York as the Initial Additional Authorized
        Representative (filed as Exhibit 4.5 to the Registrant's Current Report on
        Form 8-K filed April 28, 2009, and incorporated herein by reference)

4.15      Additional Receivables Intercreditor Agreement, dated as of March 9,
        2022, by and between Bank of America, N.A., as ABL Collateral Agent, and
        Bank of America, N.A., as First Lien Collateral Agent

4.16      Registration Rights Agreement, dated as of March 9, 2022, among HCA
        Inc., HCA Healthcare, Inc., the subsidiary guarantors named therein and
        Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan
        Securities LLC and Morgan 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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