EXHIBIT 1.2
UNDERWRITING AGREEMENT
(TERMS)
----------------------
$600,000,000
$350,000,000 5.25% Notes due 2008
$250,000,000 7.50% Notes due 2033
----------------------
October 31, 2003
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 Merrill Lynch, Pierce, Fenner & Smith
Incorporated 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
$600,000,000 aggregate principal amount of its $350,000,000 5.25 % Notes due
2008 and $250,000,000 7.50% Notes due 2033 (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 Principal Amount
of 5.25% Notes of 7.50% Notes
due 2008 due 2033
---------------- ----------------
Deutsche Bank Securities Inc. ........... $122,500,000 $ 87,500,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ................ $122,500,000 $ 87,500,000
Banc of America Securities LLC .......... $ 17,500,000 $ 12,500,000
Citigroup Global Markets Inc. ........... $ 17,500,000 $ 12,500,000
Mizuho International plc ................ $ 17,500,000 $ 12,500,000
SunTrust Capital Markets, Inc. .......... $ 17,500,000 $ 12,500,000
BNY Capital Markets, Inc. ............... $ 8,750,000 $ 6,250,000
Daiwa Securities SMBC Europe Limited .... $ 8,750,000 $ 6,250,000
Fleet Securities, Inc. .................. $ 8,750,000 $ 6,250,000
Scotia Capital (USA) Inc. ............... $ 8,750,000 $ 6,250,000
------------ ------------
Total ................................... $350,000,000 $250,000,000
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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
November 6, 2003 (the "Closing Date").
The Offered Securities shall have the terms set forth in the Prospectus
dated October 16, 2003, and the Prospectus Supplement dated October 31, 2003,
including the following:
Public Offering Prices: 99.709% of principal amount for the 2008 notes
99.858% of principal amount for the 2033 notes
Purchase Prices: 99.109% of principal amount for the 2008 notes
98.983% of principal amount for the 2033 notes
Underwriters' Discounts: 0.600% for the 2008 notes
0.875% for the 2033 notes
Maturity Dates: November 6, 2008
November 6, 2033
Interest Rates: 5.25% for the 2008 notes
7.50% for the 2033 notes
Interest Payment Dates: November 6 and May 6 of each year, commencing
May 6, 2004. Interest accrues from November 6,
2003.
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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 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/ Marc Fratepietro /s/ Nigel Cree
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Name: Marc Fratepietro Nigel Cree
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Title: Vice President Managing Director
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By: Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By: /s/ M. Toby King
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Name: M. Toby King
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Title: Vice President
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Accepted:
HCA Inc.
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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