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): February 8, 2006 (February 3, 2006)
(Exact name of registrant as specified in its charter)
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| Delaware
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001-11239
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75-2497104 |
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| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer |
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Identification No.) |
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| One Park Plaza, Nashville, Tennessee
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37203 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (615) 344-9551
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On February 3, 2006, HCA Inc., a Delaware corporation (the “Company”), entered into an
Underwriting Agreement (Terms) (the “Underwriting Agreement (Terms)”) with Citigroup Global Markets
Inc. and Banc of America Securities LLC, acting on behalf of themselves and the several
underwriters named therein (the “Underwriters”) in
connection with the public offering (the “Offering”) by
the Company of $1,000,000,000 aggregate principal amount of 6.500% Notes due 2016 (the “Notes”).
The Underwriting Agreement (Terms) incorporates by reference into it that certain Underwriting
Agreement Standard Provisions (Debt Securities) dated as of December 21, 2004 (the “Underwriting
Agreement Standard Provisions” and together with the Underwriting Agreement (Terms), the
“Underwriting Agreement”).
Pursuant to the terms of the Underwriting Agreement, the Underwriters agreed to purchase from
the Company, severally and not jointly, the respective principal amounts of the Notes set forth in
the Underwriting Agreement at a purchase price of 98.445% of the aggregate principal amount of the
Notes. The sale of the Notes to the Underwriters was completed on February 8, 2006. The Notes were
registered with the Securities and Exchange Commission under a shelf-registration statement on Form
S-3 (333-121520), as filed on December 22, 2004, as amended by Amendment No. 1 thereto filed with
the Securities and Exchange Commission on April 21, 2005 (the “Registration Statement”).
The aggregate net proceeds from the sale of the Notes, after deducting the underwriting
discount and estimated expenses of the Offering, will be approximately $984 million. The Company
intends to use the net proceeds of the Offering to repay amounts outstanding under the Company’s
existing $1.0 billion short-term loan facility and to pay down amounts advanced under the revolving
credit portion of the Company’s $2.5 billion credit facility.
Certain of the Underwriters and their affiliates have provided, and in the future may continue
to provide, investment banking, commercial banking and other financial services, including the
provision of credit facilities, to the Company in the ordinary course of business for which they
have received and will receive customary compensation. In addition, affiliates of some of the
Underwriters are lenders under the Company’s existing $1.0 billion short-term loan facility and
$2.5 billion credit facility.
The description of the material terms of the Underwriting Agreement (Terms) is qualified in
its entirety by reference to the full text of the Underwriting Agreement (Terms), which is filed as
Exhibit 1.2 hereto and incorporated by reference herein. For a more detailed description of the
Notes and the Offering, see “Item 2.03. Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement of a Registrant” below.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On February 8, 2005, the Company executed global notes representing the Notes. The Notes were
issued under an Indenture, dated December 16, 1993, as supplemented, between the Company and the
Bank of New York, as successor trustee. The Notes will mature on February 15, 2016. Interest will
be paid on the Notes on February 15 and August 15 of each year, beginning August 15, 2006 to
holders of record on the February 1 and August 1 preceding a payment date.
The Notes are the Company’s senior unsecured obligations and will rank equally with all of the
Company’s other unsecured senior indebtedness from time to time outstanding. The Company may redeem
the Notes at any time and at the redemption prices described therein. There will be no sinking fund
for the Notes.
The Notes will be issued in one or more global securities, held in the name of Cede & Co., the
nominee of The Depository Trust Company, and will be delivered through the book entry system of The
Depository Trust Company, Clearstream, Luxembourg or Euroclear.
The description of the material terms of the Notes is qualified in its entirety by reference
to the full text of the Notes, which are filed as Exhibits 4.1 and 4.2 hereto and incorporated by
reference herein.