EXHIBIT 1.2
UNDERWRITING AGREEMENT
(TERMS)
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$500,000,000
6.95% Notes due 2012
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April 23, 2002
HCA Inc.
One Park Plaza
Nashville, Tennessee 37203
Dear Sirs/Madams:
The underwriters set forth below (the "Underwriters"), for which
Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. are acting as
Managers (the "Managers"), understand that HCA Inc. (f/k/a HCA - The Healthcare
Company, and previously Columbia/HCA Healthcare Corporation), a Delaware
corporation (the "Company"), proposes to issue and sell $500,000,000 aggregate
principal amount of its 6.95% Notes due 2012 (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 The Bank of New York, as successor 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
99.185% of the principal amount of the Offered Securities.
Principal Amount
of
Offered Securities
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Deutsche Bank Securities Inc. ........................ $ 175,000,000
J.P. Morgan Securities Inc. .......................... 175,000,000
Banc of America Securities LLC ....................... 25,000,000
Fleet Securities, Inc. ............................... 25,000,000
Mizuho International plc ............................. 25,000,000
Scotia Capital (USA) Inc. ............................ 25,000,000
SunTrust Capital Markets, Inc. ....................... 25,000,000
BNY Capital Markets, Inc. ............................ 12,500,000
Wachovia Securities, Inc. ............................ 12,500,000
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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 Deutsche Bank Securities Inc. or through the
facilities of the Depository Trust Company at 10:00 a.m. (New York time) on
April 26, 2002 (the "Closing Date").
The Offered Securities shall have the terms set forth in the Prospectus
dated December 19, 2000, and the Prospectus Supplement dated April 23, 2002,
including the following:
Public Offering Price: 99.835% of principal amount
Purchase Price: 99.185% of principal amount
Maturity Date: May 1, 2012
Interest Rate: 6.95%
Interest Payment Dates: May 1 and November 1 of each year,
commencing November 1, 2002.
Interest accrues from April 26, 2002.
Redemption Provisions: The Company may, at its option,
redeem the Offered Securities at any
time at the price described in the
Prospectus Supplement.
Current Ratings: Standard & Poor's Ratings Service -- BBB-
Moody's Investors Service, Inc. -- Ba1
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All provisions contained in the document entitled Underwriting
Agreement Standard Provisions (Debt Securities), dated as of January 23, 2001, 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.
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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: Deutsche Bank Securities Inc.
By: /s/ Christopher T. Whitman
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Name: Christopher T. Whitman
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Title: Managing Director
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By: J.P. Morgan Securities Inc.
By: /s/ Jess C. Padilla
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Name: Jess C. Padilla
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Title: Vice President
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Accepted:
HCA Inc.
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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