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EXHIBIT 1.2
UNDERWRITING AGREEMENT
(TERMS)
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$500,000,000
7.125% Notes due 2006
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May 17, 2001
HCA - The Healthcare Company
One Park Plaza
Nashville, Tennessee 37203
Dear Sirs/Madams:
The underwriters set forth below (the "Underwriters"), for which
Goldman, Sachs & Co. and Salomon Smith Barney Inc. are acting as Managers (the
"Managers"), understand that HCA - The Healthcare Company (f/k/a Columbia/HCA
Healthcare Corporation), a Delaware corporation (the "Company"), proposes to
issue and sell $500,000,000 aggregate principal amount of its 7.125% Notes due
June 1, 2006 (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,
N.A. (f/k/a 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
98.877% of the principal amount of the Offered Securities.
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Principal Amount
of
Offered Securities
Goldman, Sachs & Co. .................................... $ 175,000,000
Salomon Smith Barney Inc................................. 175,000,000
Banc of America Securities LLC .......................... 20,000,000
Deutsche Banc Alex. Brown Inc. .......................... 20,000,000
Fleet Securities, Inc. .................................. 20,000,000
Merrill Lynch & Co. ..................................... 20,000,000
Scotia Capital (USA) Inc. ............................... 20,000,000
SunTrust Equitable Securities Corporation ............... 20,000,000
BNY Capital Markets, Inc. ............................... 10,000,000
TD Securities (USA) Inc. ................................ 10,000,000
Wachovia Securities, Inc................................. 10,000,000
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Total........................................... $ 500,000,000
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The Underwriters will pay for the Offered Securities upon delivery
thereof at the offices of Goldman, Sachs & Co. or through the facilities of the
Depository Trust Company at 10:00 a.m. (New York time) on May 22, 2001 (the
"Closing Date").
The Offered Securities shall have the terms set forth in the Prospectus
dated December 19, 2000, and the Prospectus Supplement dated May 17, 2001,
including the following:
Public Offering Price: 99.752% of principal amount
Purchase Price: 98.877% of principal amount
Maturity Date: June 1, 2006
Interest Rate: 7.125%
Redemption Provisions: The Company may, at its option, redeem the
Offered Securities at any time at the
price described in the Prospectus
Supplement.
Interest Payment Dates: June 1 and December 1 of each year,
commencing December 1, 2001. Interest
accrues from the settlement date.
Current Ratings: Standard & Poor's Ratings Service-- BB+
Moody's Investors Service, Inc.-- Ba1
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
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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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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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,
Acting on behalf of themselves and the
several Underwriters named herein:
By: GOLDMAN, SACHS & CO.
/s/ Goldman, Sachs & Co.
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(Goldman, Sachs & Co.)
By: SALOMON SMITH BARNEY INC.
By: /s/ John B. Kiernan Jr.
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Name: John B. Kiernan Jr.
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Title: Managing Director
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Accepted:
HCA - THE HEALTHCARE COMPANY
By: /s/ Keith M. Giger
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Name: Keith M. Giger
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Title: Vice President - Finance
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