HCA Healthcare : Underwriting Agreement - Form 8-K

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 2, 2023 (May 1, 2023)

HCA Healthcare, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-11239		27-3865930
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

One Park Plaza, Nashville, Tennessee		37203
(Address of Principal Executive Offices)		(Zip Code)

[phone]

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.01 par value per share		HCA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

Underwriting Agreement

On May 1, 2023, HCA Healthcare, Inc. (the "Registrant" or the "Parent Guarantor") and HCA Inc., a wholly owned subsidiary of the Registrant (the "Issuer") entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the several underwriters named therein, for the issuance and sale by the Issuer of $3,250,000,000 aggregate principal amount of senior notes (collectively, the "Notes") in the following tranches:

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$1,000,000,000 aggregate principal amount of 5.200% Senior Notes due 2028;

•

$1,250,000,000 aggregate principal amount of 5.500% Senior Notes due 2033; and

•

$1,000,000,000 aggregate principal amount of 5.900% Senior Notes due 2053.

The Notes will be guaranteed on a senior unsecured basis by the Parent Guarantor, and will be issued and sold pursuant to the Registrant's Registration Statement on Form S-3(File No. 333-271537)and a related preliminary prospectus supplement dated May 1, 2023.

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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of May 1, 2023, among HCA Inc., HCA Healthcare, Inc., and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC 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).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HCA HEALTHCARE, INC. (Registrant)
By:		/s/ John M. Franck II
	John M. Franck II
	Vice President - Legal and Corporate Secretary

Date: May 2, 2023