Exhibit 1.2
UNDERWRITING AGREEMENT
(TERMS)
______________________
$500,000,000
6.750% Notes due 2013
______________________
July 23, 2003
HCA Inc.
One Park Plaza
Nashville, Tennessee 37203
Dear Sirs/Madams:
The underwriters set forth below (the "Underwriters"), for which
Goldman, Sachs & Co. 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 6.750% Notes due 2013 (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.
Principal Amount
of
Offered Securities
------------------
Goldman, Sachs & Co.......................................... $175,000,000
J.P. Morgan Securities Inc................................... $175,000,000
Banc of America Securities LLC............................... $ 37,500,000
Citigroup Global Markets Inc................................. $ 37,500,000
Deutsche Bank Securities Inc................................. $ 37,500,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................................ $ 37,500,000
------------
Total........................................................ $500,000,000
============
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 July 28, 2003 (the
"Closing Date").
The Offered Securities shall have the terms set forth in the Prospectus
dated May 16, 2002, and the Prospectus Supplement dated July 23, 2003, including
the following:
Public Offering Price: 99.689% of principal amount
Purchase Price: 99.039% of principal amount
Underwriters' Discount: 0.650%
Maturity Date: July 15, 2013
Interest Rate: 6.750%
Interest Payment Dates: January 15 and July 15 of each year,
commencing January 15, 2004. Interest
accrues from July 28, 2003.
Redemption Provisions: The Company may, at its option, redeem
the Offered Securities at any time and
from time to time at the price described
in the Prospectus Supplement.
Current Ratings: Standard & Poor's Ratings Service - BBB-
Moody's Investors Service, Inc. - Ba1
All provisions contained in the document entitled Underwriting
Agreement Standard Provisions (Debt Securities), dated as of September 18, 2002,
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
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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: Goldman, Sachs & Co.
/s/ Goldman, Sachs & Co.
------------------------------------
(Goldman, Sachs & Co.)
By: J.P. Morgan Securities Inc.
By: /s/ Robert Bottamedi
--------------------------------
Name: Robert Bottamedi
Title: Vice President
Accepted:
HCA Inc.
By: /s/ David G. Anderson
------------------------------------
Name: David G. Anderson
Title: Senior Vice President -
Finance and Treasurer
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