EXHIBIT 1.2
UNDERWRITING AGREEMENT
(TERMS)
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$500,000,000
5.750% Notes due 2014
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March 3, 2004
HCA Inc.
One Park Plaza
Nashville, Tennessee 37203
Dear Ladies and Gentlemen:
The underwriters set forth below (the "Underwriters"), for which Banc
of America Securities LLC and Citigroup Global Markets 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 5.750% Notes due 2014 (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
------------------
Banc of America Securities LLC............... $ 175,000,000
Citigroup Global Markets Inc................. $ 175,000,000
Goldman, Sachs & Co.......................... $ 25,000,000
J.P. Morgan Securities Inc................... $ 25,000,000
Mizuho International plc..................... $ 25,000,000
SunTrust Capital Markets, Inc................ $ 25,000,000
BNY Capital Markets, Inc..................... $ 12,500,000
Scotia Capital (USA) Inc..................... $ 12,500,000
TD Securities (USA) 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 Citigroup Global Markets Inc. or through the
facilities of The Depository Trust Company at 10:00 a.m. (New York time) on
March 8, 2004 (the "Closing Date").
The Offered Securities shall have the terms set forth in the Prospectus
dated October 16, 2003, and the Prospectus Supplement dated March 3, 2004,
including the following:
Public Offering Price: 99.540% of principal amount of the
Offered Securities
Purchase Price: 98.890% of principal amount of the
Offered Securities plus accrued interest
from March 8, 2004
Underwriters' Discount: 0.650%
Maturity Date: March 15, 2014
Interest Rate: 5.750%
Interest Payment Dates: September 15 and March 15 of each year,
commencing on September 15, 2004.
Interest will accrue from March 8, 2004.
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: Moody's Investors Service, Inc.: Ba1
Standard & Poor's Ratings Service: BBB-
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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: Banc of America Securities LLC
By: /s/ Lily Chang
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Name: Lily Chang
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Title: Principal
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By: Citigroup Global Markets Inc.
By: /s/ Richard Landgarten
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Name: Richard Landgarten
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Title: Managing Director
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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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