Item 1.01. Entry into a Material Definitive Agreement.
On
In the Purchase Agreement, the Issuer, the Parent Guarantor and the Subsidiary Guarantors made customary representations and warranties and agreed to indemnify the Initial Purchasers against various liabilities, including certain liabilities with respect to the Issuer's offering memorandum relating to the Notes.
The Notes will be guaranteed on a senior unsecured basis by the Parent Guarantor
and on a senior secured basis by the Subsidiary Guarantors, consistent with the
Issuer's outstanding senior secured notes. The Notes have not been, and will not
be, 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 description of the Purchase 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 10.1.
Item 8.01. Other Events.
The information set forth in Item 1.01 is incorporated by reference herein.
On
The Issuer intends to use the net proceeds from this offering for the redemption
of all
Forward-Looking Statements
Information provided and statements contained in this report that are not purely
historical are forward-looking statements within the meaning of Section 27A of
the Securities Act, Section 21E of the Exchange Act and the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements only speak as of
the date of this press release and the Registrant assumes no obligation to
update the information included in this press release. Such forward-looking
statements include the expected use of proceeds from the offering. These
statements often include words such as "approximate," "believe," "expect,"
"anticipate," "intend," "plan," "estimate" or similar expressions. These
forward-looking statements are not historical facts, and are based on current
expectations, estimates and projections about the Registrant's industry,
management's beliefs and certain assumptions made by management, many of which,
by their nature, are inherently uncertain and beyond the Registrant's control.
Accordingly, readers are cautioned that any such forward-looking statements are
not guarantees of future performance or occurrence of events and are subject to
certain risks, uncertainties and assumptions that are difficult to predict.
Although the Registrant believes that the expectations reflected in such
forward-looking statements are reasonable as of the date made, expectations may
prove to have been materially different from the results expressed or implied by
such forward-looking statements. More information about potential risks and
uncertainties that could affect the Registrant's business and results of
operations is included in the "Risk Factors" and "Forward-Looking Statements"
sections in the Annual Report on Form 10-K filed by the Registrant with the
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 10.1 Purchase Agreement, dated as ofMarch 2, 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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