EXHIBIT 1.2
UNDERWRITING AGREEMENT
(TERMS)
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$1,250,000,000
$500,000,000 5.500% Notes due 2009
$750,000,000 6.375% Notes due 2015
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November 16, 2004
HCA Inc.
One Park Plaza
Nashville, Tennessee 37203
Dear Sirs/Madams:
The underwriters set forth below (the "Underwriters"), for which J.P.
Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
are acting as Managers (the "Managers"), understand that HCA Inc., a Delaware
corporation (the "Company"), proposes to issue and sell $1,250,000,000 aggregate
principal amount of its $500,000,000 5.500% Notes due 2009 and $750,000,000
6.375% Notes due 2015 (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 5.500% Notes of 6.375% Notes
due 2009 due 2015
J.P. Morgan Securities Inc.................... $175,000,000 $262,500,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated....................... 175,000,000 262,500,000
Banc of America Securities LLC................ 20,000,000 30,000,000
Citigroup Global Markets Inc.................. 20,000,000 30,000,000
Deutsche Bank Securities Inc.................. 20,000,000 30,000,000
Mizuho International plc...................... 20,000,000 30,000,000
Wachovia Securities, Inc...................... 20,000,000 30,000,000
Scotia Capital (USA) Inc...................... 12,500,000 18,750,000
SunTrust Capital Markets, Inc................. 12,500,000 18,750,000
BNY Capital Markets, Inc...................... 8,334,000 12,500,000
Calyon Securities Inc......................... 8,333,000 12,500,000
McDonald Investments Inc...................... 8,333,000 12,500,000
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Total $500,000,000 $750,000,000
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The Underwriters will pay for the Offered Securities upon delivery
thereof at the offices of J.P. Morgan Securities Inc. or through the facilities
of The Depository Trust Company at 10:00 a.m. (New York time) on November 19,
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 November 16, 2004,
including the following:
Public Offering Prices: 99.707% of principal amount for the 2009 notes
99.671% of principal amount for the 2015 notes
Purchase Prices: 98.832% of principal amount for the 2009 notes
98.546% of principal amount for the 2015 notes
Underwriters' Discounts: 0.875% for the 2009 notes
1.125% for the 2015 notes
Maturity Dates: December 1, 2009
January 15, 2015
Interest Rates: 5.500% for the 2009 notes
6.375% for the 2015 notes
Interest Payment Dates: December 1 and June 1 of each year, commencing
June 1, 2005 for the 2009 notes; January 15 and
July 15 of each year, commencing January 15, 2005
for the 2015 notes. Interest accrues from
November 19, 2004.
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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 -- BB+
Moody's Investors Service, Inc. -- Ba2
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, (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 and (iv) Section 5(e)
shall be amended and restated to provide that (A) the Managers shall have
received on November 16, 2004 a letter, dated such date, in form and substance
satisfactory to the Managers, from the Company's independent public accountants,
containing statements and information of the type ordinarily included in
accountants' "comfort letters" to underwriters with respect to the financial
statements and certain financial information contained in or incorporated by
reference into the Prospectus and (B) on the Closing Date, the Manager's shall
have received a letter, dated the Closing Date, in form and substance
satisfactory to the Managers, from the Company's independent public accountants
confirming their statements and conclusions as set forth in the comfort letter
delivered to the Managers on November 16, 2004.
As evidenced by the Company's countersignature of this Agreement, the
Company hereby confirms its engagement of the services of Deutsche Bank
Securities Inc. as, and hereby confirms its agreement with the Company to render
services as, a "qualified independent underwriter," within the meaning of
Section (b)(15) of Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc., with respect to the offering and sale of the Offered
Securities. As compensation for the services of Deutsche Bank Securities Inc.
hereunder as a "qualified independent underwriter," the Company agrees to pay
Deutsche Bank Securities Inc. $1,000 on the Closing Date. In addition, the
Company agrees promptly to reimburse Deutsche Bank Securities Inc. for all
out-of-pocket expenses, including fees and disbursements of counsel, reasonably
incurred in connection with the services to be rendered hereunder as a
"qualified independent underwriter."
Deutsche Bank Securities Inc. hereby represents and warrants to, and
agrees with, the Company and the Underwriters that with respect to the offering
and sale of the Offered Securities as described in the Prospectus and Prospectus
Supplement:
(i) Deutsche Bank Securities Inc. constitutes a "qualified independent
underwriter" within the meaning of Section (b)(15) of Rule 2720 of the Conduct
Rules of the National Association of Securities Dealers, Inc.;
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(ii) Deutsche Bank Securities Inc. has participated in the preparation
of the Registration Statement, the Prospectus and the Prospectus Supplement and
has exercised the usual standards of "due diligence" in respect thereto;
(iii) Deutsche Bank Securities Inc. has undertaken the legal
responsibilities and liabilities of an underwriter under the Securities Act of
1933, as amended, specifically including those inherent in Section 11 thereof;
and
(iv) Based upon (A) a review of the Company, including an examination
of the Registration Statement, information regarding the earnings, assets,
capital structure and growth rate of the Company and other pertinent financial
and statistical data, (B) inquiries of and conferences with the management of
the Company and its counsel and independent public accountants regarding the
business and operations of the Company, (C) consideration of the prospects for
the industry in which the Company competes, estimates of the business potential
of the Company, assessments of its management, the general condition of the
securities markets, market prices of the capital stock and debt securities of,
and financial and operating data concerning, companies believed by Deutsche Bank
Securities Inc. to be comparable to the Company with debt securities of maturity
and seniority similar to the Offered Securities and the demand for securities of
comparable companies similar to the Offered Securities, and (D) such other
studies, analyses and investigations as Deutsche Bank Securities Inc. has deemed
appropriate, and assuming that the offering and sale of the Offered Securities
is made as contemplated herein and in the Prospectus and Prospectus Supplement,
Deutsche Bank Securities Inc. recommends, as of the date of the execution and
delivery of this Agreement, that the yields on the Offered Securities be not
less than 3.567% with respect to the 2009 notes and 4.221% with respect to the
2015 notes, which minimum yields should in no way be considered or relied upon
as an indication of the value of the Offered Securities.
Deutsche Bank Securities Inc. hereby agrees with the Company and the
Underwriters that, as part of its services hereunder, in the event of any
amendment or supplement to either the Prospectus or the Prospectus Supplement,
Deutsche Bank Securities Inc. will render services as a "qualified independent
underwriter," in accordance with Rule 2710 of the Conduct Rules of the National
Association of Securities Dealers, Inc., as such term is defined in Section
(b)(15) of Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc. with respect to the offering and sale of the Offered
Securities as described in either the Prospectus or the Prospectus Supplement,
as so amended or supplemented, that are substantially the same as those services
being rendered with respect to the offering and sale of the Offered Securities
as described in the Prospectus and the Prospectus Supplement (including those
described above).
In addition, the Company agrees with Deutsche Bank Securities Inc. that
the indemnification and contribution provisions of the Underwriting Agreement
Standard Provisions (Debt Securities), which are incorporated herein by
reference, shall also apply to Deutsche Bank Securities Inc. in its capacity as
qualified independent underwriter. The Company agrees to cooperate with Deutsche
Bank Securities Inc. to enable it to perform the services contemplated by 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,
By: J.P. Morgan Securities Inc.
By: /s/ Robert Bottamedi
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Name: Robert Bottamedi
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Title: Vice President
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Acting on behalf of itself and the several
Underwriters named herein.
By: Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By: /s/ James Forbes
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Name: James Forbes
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Title: Managing Director
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Acting on behalf of itself and the several
Underwriters named herein.
By: Deutsche Bank Securities Inc.
By: /s/ Marc Fratepietro
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Name: Marc Fratepietro
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Title: Director
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By: /s/ Scott Fliegn
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Name: Scott Fliegn
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Title: Managing Director
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Acting as "qualified independent underwriter"
as set forth herein
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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