Item 8.01 Other Events.
Underwriting Agreement
On June 21, 2021, 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.
and Wells Fargo Securities, LLC as representatives of the several underwriters
named therein, for the issuance and sale by the Issuer of $2,350,000,000
aggregate principal amount of senior secured notes (collectively, the "Notes")
in the following tranches:
• $850,000,000 aggregate principal amount of 2 3/8% Senior Secured Notes
due 2031; and
• $1,500,000,000 aggregate principal amount of 3 1/2% Senior Secured Notes
due 2051.
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 21, 2021.
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.
Amendment and Restatement of Cash Flow Credit Agreement
Substantially concurrent with the issuance and sale of the Notes, the Issuer
intends to amend and restate its senior secured credit facility (the "Cash Flow
Credit Facility") to, among other things, (i) replace the existing
$1.071 billion Tranche A-6 term loans with a new Term Loan A tranche of term
loans in an aggregate principal amount of $1.500 billion (the "Term Loan A"),
maturing on the five year anniversary of the completion of such amendment and
restatement, (ii) replace the existing $1.455 Tranche B-12 term loans and $1.131
Tranche B-13 term loans with a new Term Loan B tranche of term loans in an
aggregate principal amount of up to $1.000 billion (the "Term Loan B"), maturing
on the seven year anniversary of the completion of such amendment and
restatement, (iii) replace the existing revolving credit commitments with a new
tranche of revolving credit commitments, maturing on the five year anniversary
of the completion of such amendment and restatement, and (iv) reduce the
interest rate margin applicable to all loans made under the Cash Flow Credit
Facility (the foregoing amendments, the "Cash Flow Refinancing Transactions").
The proceeds of the Term Loan A are intended to be used to pay off in full all
$1.071 billion Tranche A-6 term loans. The Registrant and the Issuer will not
incur additional indebtedness as a result of this refinancing above the
refinanced amount, other than amounts covering certain fees and expenses
associated with the refinancing.
Amendment and Restatement of ABL Credit Agreement
Substantially concurrent with the issuance and sale of the Notes, the Issuer
intends to amend and restate its $3.750 billion senior secured asset-based
revolving credit facility to, among other things, replace the existing revolving
credit loans and commitments with a new tranche of revolving credit loans and
commitments in an aggregate principal amount of up to $4.500 billion, maturing
on the five year anniversary of the completion of such amendment and restatement
(the "ABL Refinancing Transactions" and, together with the Cash Flow Refinancing
Transactions, the "Credit Agreement Transactions"). The proceeds of the
revolving loans incurred pursuant to this amendment and restatement are intended
to be used to pay off in full all loans outstanding under the Issuer's senior
secured asset-based revolving credit facility, which were $80.0 million at
March 31, 2021. The Registrant and the Issuer will not incur additional
indebtedness as a result of this refinancing above the refinanced amount, other
than amounts covering certain fees and expenses associated with the refinancing.
The Credit Agreement Transactions are subject to market and other conditions,
and there can be no assurance that the amendments will be completed on the terms
contemplated or at all.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of June 21, 2021, among HCA Inc.,
HCA Healthcare, Inc., the subsidiary guarantors named therein and BofA
Securities, Inc. and Wells Fargo Securities, LLC as representatives of
the other several underwriters named therein.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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