Filed pursuant to Rule 433
Issuer Free Writing Prospectus, dated June 21, 2021
Supplementing the Preliminary Prospectus Supplement, dated June 21, 2021
Registration No. 333-226709
HCA Inc.
$850,000,000 2 3/8% Senior Secured Notes due 2031 (the “2031 notes”)
$1,500,000,000 3 1/2% Senior Secured Notes due 2051 (the “2051 notes”)
(collectively, the “notes”)
Pricing Supplement
Pricing Supplement dated June 21, 2021 to HCA Inc.’s Preliminary Prospectus Supplement dated June 21, 2021. This Pricing Supplement is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Financial information presented in the Preliminary Prospectus Supplement is deemed to have changed to the extent affected by changes described herein. Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Prospectus Supplement.
| Terms Applicable to the 2031 notes | ||
| Issuer | HCA Inc. | |
| Aggregate Principal Amount | $850,000,000 | |
| Title of Security | 2 3/8% Senior Secured Notes due 2031 | |
| Maturity Date | July 15, 2031 | |
| Spread to Treasury | 95 basis points | |
| Benchmark Treasury | UST 1.625% due May 15, 2031 | |
| Benchmark Treasury Price & Yield | 101-06+ / 1.494% | |
| Coupon | 2 3/8% | |
| Public Offering Price | 99.388% plus accrued interest, if any, from June 30, 2021 | |
| Yield to Maturity | 2.444% | |
| Interest Payment Dates | January 15 and July 15 of each year, beginning on January 15, 2022 | |
| Record Dates | January 1 and July 1 of each year | |
| Gross Proceeds | $844,798,000 | |
| Net Proceeds to Issuer before Expenses | $839,273,000 | |
| CUSIP/ISIN Numbers | CUSIP: 404119 CC1 ISIN: US404119CC14 | |
| Optional Redemption | Prior to April 15, 2031, the 2031 notes will be redeemable, at our option, at any time in whole or from time to time in part, at a redemption, or “make-whole,” price equal to the greater of:
(i) 100% of the aggregate principal amount of the 2031 notes to be redeemed, and
(ii) an amount equal to the sum of the present value of (a) the payment on April 15, 2031 of principal of the 2031 notes to be redeemed and (b) the payment of the remaining scheduled payments through April 15, 2031 of interest on the 2031 notes to be redeemed (excluding accrued and unpaid interest to the redemption date and subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date) discounted from their scheduled date of payment to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 15 basis points
plus, in each of (i) and (ii) above, accrued and unpaid interest, if any, to such redemption date.
On and after April 15, 2031, the 2031 notes will be redeemable, at our option, at any time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of such 2031 notes plus accrued and unpaid interest, if any, to such redemption date. | |
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| Terms Applicable to the 2051 notes | ||
| Issuer | HCA Inc. | |
| Aggregate Principal Amount | $1,500,000,000 | |
| Title of Security | 3 1/2% Senior Secured Notes due 2051 | |
| Maturity Date | July 15, 2051 | |
| Spread to Treasury | 140 basis points | |
| Benchmark Treasury | UST 1.825% due February 15, 2051 | |
| Benchmark Treasury Price & Yield | 94-15 / 2.127% | |
| Coupon | 3 1/2% | |
| Public Offering Price | 99.501% plus accrued interest, if any, from June 30, 2021 | |
| Yield to Maturity | 3.527% | |
| Interest Payment Dates | January 15 and July 15 of each year, beginning on January 15, 2022 | |
| Record Dates | January 1 and July 1 of each year | |
| Gross Proceeds | $1,492,515,000 | |
| Net Proceeds to Issuer before Expenses | $1,479,390,000 | |
| CUSIP/ISIN Numbers | CUSIP: 404119 CB3 ISIN: US404119CB31 | |
| Optional Redemption | Prior to January 15, 2051, the 2051 notes will be redeemable, at our option, at any time in whole or from time to time in part, at a redemption, or “make-whole,” price equal to the greater of:
(i) 100% of the aggregate principal amount of the 2051 notes to be redeemed, and | |
(ii) an amount equal to the sum of the present value of (a) the payment on January 15, 2051 of principal of the 2051 notes to be redeemed and (b) the payment of the remaining scheduled payments through January 15, 2051 of interest on the 2051 notes to be redeemed (excluding accrued and unpaid interest to the redemption date and subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date) discounted from their scheduled date of payment to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 25 basis points
plus, in each of (i) and (ii) above, accrued and unpaid interest, if any, to such redemption date. | ||
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| On and after January 15, 2051, the 2051 notes will be redeemable, at our option, at any time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of such 2051 notes plus accrued and unpaid interest, if any, to such redemption date. |
Terms Applicable to the notes
| Change of Control | Upon certain change of control events, each Holder may require the Issuer to repurchase at 101%, plus accrued and unpaid interest, if any. | |
| Trade Date | June 21, 2021 | |
| Use of Proceeds | We estimate that our net proceeds from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $2,314,663,000.
We intend to use a combination of cash and the net proceeds from this offering and from the Credit Agreement Transactions to repay all or a portion of our outstanding $1.455 billion senior secured term loan B-12 facility and $1.131 billion senior secured term loan B-13 facility, and for general corporate purposes. | |
| Denominations | $2,000 and integral multiples of $1,000 | |
| Form of Offering | SEC Registered (Registration No. 333-226709) | |
| Joint Book-Running Managers | BofA Securities, Inc. Wells Fargo Securities, LLC Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. Barclays Capital Inc. Capital One Securities, Inc. J.P. Morgan Securities LLC Mizuho Securities USA LLC | |
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| Co-Managers | Credit Agricole Securities (USA) Inc. Fifth Third Securities, Inc. Scotia Capital (USA) Inc. | |
BNP Paribas Securities Corp. Deutsche Bank Securities Inc. MUFG Securities Americas Inc. Regions Securities LLC PNC Capital Markets LLC | ||
| Settlement Date | June 30, 2021 (T+7)
We expect that delivery of the notes will be made to investors on or about June 30, 2021, which will be the seventh business day following the date of this pricing term sheet (such settlement being referred to as “T+7”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery of the notes hereunder will be required, by virtue of the fact that the notes initially settle in T+7, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors. | |
The issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the United States Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents HCA Healthcare, Inc. has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus may be obtained from either BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, by telephone (800) 294-1322 or by emailing: dg.prospectus_requests@bofa.com or Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attn: WFS Customer Service, by telephone 1-800-645-3751 or by emailing wfscustomerservice@wellsfargo.com.
This communication should be read in conjunction with the preliminary prospectus supplement and the accompanying prospectus. The information in this communication supersedes the information in the preliminary prospectus supplement and the accompanying prospectus to the extent inconsistent with the information in such preliminary prospectus supplement and the accompanying prospectus.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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