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Exhibit 1.2
UNDERWRITING AGREEMENT
(TERMS)
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L.150,000,000
8.75% Notes Due 2010
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October 25, 2000
HCA - The Healthcare Company
One Park Plaza
Nashville, Tennessee 37203
Dear Sirs/Madams:
The undersigned Deutsche Bank AG London, Salomon Brothers International
Limited and Morgan Stanley & Co. Incorporated (the "Underwriters") understand
that HCA - The Healthcare Company (f/k/a Columbia/HCA Healthcare Corporation), a
Delaware corporation (the "Company"), proposes to issue and sell L.150,000,000
aggregate principal amount of its 8.75% Notes due 2010 (the "Offered
Securities"). The Offered Securities will be issued pursuant to the provisions
of an Indenture dated as of December 16, 1993, as supplemented (the
"Indenture"), between the Company and Bank One Trust Company, NA (the successor
to The First National Bank of Chicago), as trustee (the "Trustee").
Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell and the Underwriters agree
to purchase, severally and not jointly, the respective principal amounts of the
Offered Securities set forth below opposite their names at a purchase price of
98.875% of the principal amount of the Offered Securities.
Principal Amount
of
Offered Securities
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Deutsche Bank AG London ............................ L.120,000,000
Morgan Stanley & Co. Incorporated .................. 15,000,000
Salomon Brothers International Limited ............ 15,000,000
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Total ..................................... L.150,000,000
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The Underwriters will pay for the Offered Securities upon delivery
thereof at the offices of Deutsche Bank AG London or through the facilities of
Clearstream Banking, societe
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anonyme, Luxembourg or the Euroclear System at 2:00 p.m. (London time) on
November 1, 2000 (the "Closing Date").
The Offered Securities shall have the terms set forth in the Prospectus
dated August 5, 1999, and the Prospectus Supplement dated of even date herewith,
including the following:
Public Offering Price: 100% of principal amount
Purchase Price: 98.875% of principal amount
Maturity Date: November 1, 2010
Interest Rate: 8.75%
Interest Payment Dates: May 1 and November 1 of each year, commencing May 1, 2001.
Interest accrues from November 1, 2000.
Current Ratings: Standard & Poor's Ratings Service -- BB+
Moody's Investors Service, Inc. -- Ba2
Listing: Luxembourg Stock Exchange
All provisions contained in the document entitled Underwriting
Agreement Standard Provisions (Debt Securities), a copy of which is attached
hereto, are incorporated by reference in their entirety herein and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein, except that (i) if any term defined in such
document is otherwise defined herein, the definition set forth herein shall
control, (ii) all references in such document to a type of security that is not
an Offered Security shall not be deemed to be a part of this Agreement, and
(iii) all references in such document to a type of agreement that has not been
entered into in connection with the transactions contemplated hereby shall not
be deemed to be a part of this Agreement.
As evidenced by the Company's countersignature of this Agreement, the
Company hereby confirms its engagement of the services of Morgan Stanley & Co.
Incorporated as, and Morgan Stanley & Co. Incorporated hereby confirms its
agreement with the Company to render services as, a "qualified independent
underwriter," within the meaning of Section (b)(15) of Rule 2720 of the Conduct
Rules of the National Association of Securities Dealers, Inc., with respect to
the offering and sale of the Offered Securities. The Company agrees promptly to
reimburse Morgan Stanley & Co. Incorporated for all out-of-pocket expenses,
including fees and disbursements of counsel, reasonably incurred in connection
with the services to be rendered hereunder as a "qualified independent
underwriter."
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Morgan Stanley & Co. Incorporated hereby represents and warrants to,
and agrees with, the Company and the Underwriters that with respect to the
offering and sale of the Offered Securities as described in the Prospectus and
Prospectus Supplement:
(i) Morgan Stanley & Co. Incorporated constitutes a "qualified
independent underwriter" within the meaning of Section (b)(15) of Rule
2720 of the Conduct Rules of the National Association of Securities
Dealers, Inc.;
(ii) Morgan Stanley & Co. Incorporated has participated in the
preparation of the Registration Statement, the Prospectus and the
Prospectus Supplement and has exercised the usual standards of "due
diligence" in respect thereto;
(iii) Morgan Stanley & Co. Incorporated has undertaken the legal
responsibilities and liabilities of an underwriter under the Securities
Act of 1933, as amended, specifically including those inherent in
Section 11 thereof;
(iv) Based upon (A) a review of the Company, including an
examination of the Registration Statement, information regarding the
earnings, assets, capital structure and growth rate of the Company and
other pertinent financial and statistical data, (B) inquiries of and
conferences with the management of the Company and its counsel and
independent public accountants regarding the business and operations of
the Company, (C) consideration of the prospects for the industry in
which the Company competes, estimates of the business potential of the
Company, assessments of its management, the general condition of the
securities markets, market prices of the capital stock and debt
securities of, and financial and operating data concerning, companies
believed by Morgan Stanley & Co. Incorporated to be comparable to the
Company with debt securities of maturity and seniority similar to the
Offered Securities and the demand for securities of comparable
companies similar to the Offered Securities, and (D) such other
studies, analyses and investigations as Morgan Stanley & Co.
Incorporated has deemed appropriate, and assuming that the offering and
sale of the Offered Securities is made as contemplated herein and in
the Prospectus and Prospectus Supplement, Morgan Stanley & Co.
Incorporated recommends, as of the date of the execution and delivery
of this Agreement, that the yield on the Offered Securities be not less
than that stated above, which yield should in no way be considered or
relied upon as an indication of the value of the Offered Securities;
and
(v) Morgan Stanley & Co. Incorporated will furnish to the
Underwriters at the time of delivery of the Offered Securities a
letter, dated the time of delivery of the Offered Securities, in form
and substance satisfactory to the Underwriters, to the effect of
clauses (i) through (iv) above.
Morgan Stanley & Co. Incorporated hereby agrees with the Company and
the Underwriters that, as part of its services hereunder, in the event of any
amendment or supplement
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to either the Prospectus or the Prospectus Supplement, Morgan Stanley & Co.
Incorporated will render services as a "qualified independent underwriter," in
accordance with Rule 2710 of the Conduct Rules of the National Association of
Securities Dealers, Inc., as such term is defined in Section (b)(15) of Rule
2720 of the Conduct Rules of the National Association of Securities Dealers,
Inc. with respect to the offering and sale of the Offered Securities as
described in either the Prospectus or the Prospectus Supplement, as so amended
or supplemented, that are substantially the same as those services being
rendered with respect to the offering and sale of the Offered Securities as
described in the Prospectus and the Prospectus Supplement (including those
described above).
The Company agrees to cooperate with Morgan Stanley & Co. Incorporated
to enable it to perform the services contemplated by this Agreement.
In addition, each Underwriter agrees that (a) it has not offered or
sold, and prior to the date that is six months after the date of issue of the
Offered Securities, will not offer or sell, any Offered Securities to persons in
the United Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of their businesses or otherwise in circumstances which have
not resulted and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995, (b) it
has complied, and will comply, with all applicable provisions of the Financial
Services Act of 1986 with respect to anything done by it in relation to the
Offered Securities in, from or otherwise involving the United Kingdom, and (c)
it has only issued or passed on and will only issue or pass on in the United
Kingdom any document received by it in connection with the issuance of the
Offered Securities to a person who is of the kind described in Article 11(3) of
the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1996 (as amended) or is a person to whom the document may otherwise lawfully be
issued or passed on.
Each Underwriter understands that no action has been taken to permit a
public offering of the Offered Securities in any jurisdiction outside the United
States and Luxembourg where action would be required for such purpose. Each of
the Underwriters agrees that it will not offer, sell, or deliver any of the
Offered Securities in any jurisdiction outside the United States, except under
circumstances that will result in compliance with the applicable laws thereof
and in the manner contemplated by the Prospectus, and that it will take, at its
own expense, whatever action is required to permit its legal purchase and resale
of the Offered Securities in such jurisdiction.
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Please confirm your agreement by having an authorized officer sign a
copy of this Underwriting Agreement in the space set forth below.
Very truly yours,
Deutsche Bank AG London
By: /s/ Tim O'Dell
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Name: Tim O'Dell
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Title: Associate
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Morgan Stanley & Co. Incorporated
By: /s/ Brian M. Kinkead
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Name: Brian M. Kinkead
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Title: Principal
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Salomon Brothers International Limited
By: /s/ Jeanne Campanelli
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Name: Jeanne Campanelli
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Title: Attorney-In-Fact
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Accepted:
HCA - The Healthcare Company
By: /s/ David G.Anderson
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Name: David G. Anderson
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Title: Senior Vice President-Finance and Treasurer
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