UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 9, 2011 (March 15, 2011)
HCA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other
Jurisdiction
of Incorporation)
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001-11239
(Commission File Number)
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27-3865930
(I.R.S. Employer
Identification No.) |
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| One Park Plaza, Nashville, |
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Tennessee
(Address of Principal Executive
Offices)
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37203
(Zip Code) |
Registrant’s telephone number, including area code: (615) 344-9551
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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| Item 1.01 |
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Entry into a Material Definitive Agreement |
On March 9, 2011, in connection with the pricing of the initial public offering (the
“Offering”) of its common stock, par value $0.01 per share, described in the Registration Statement
on Form S-1 (File No. 333-171369), as amended (the “Registration Statement”), HCA Holdings, Inc.
(the “Company”) entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”), which sets
forth certain rights, obligations and agreements of affiliates of or funds sponsored by Bain
Capital Partners, LLC (“Bain”), Kohlberg Kravis Roberts & Co., L.P. (“KKR”), BAML Capital Partners
(“BAML”) and Company founder Dr. Thomas F. Frist, Jr. (the “Frist Entities” and, together with
Bain, KKR and BAML, the “Investors”), as holders of the Company’s common stock through their
investment in Hercules Holding II, LLC. Pursuant to the Stockholders’ Agreement, the Investors have
consent rights over certain significant corporate actions and have certain rights to nominate
directors to the Company’s board and appoint directors to its committees.
Affiliates of the Investors have various relationships with the Company, including acting as
underwriters for the Offering. For further information concerning other material relationships
between the Company, the Investors and their respective affiliates, see the sections entitled
“Certain Relationships and Related Party Transactions” and “Underwriting” in the Company’s
prospectus, dated March 9, 2011, filed pursuant to Rule 424(b) of the Securities Act of 1933, as
amended.
A copy of the Stockholders’ Agreement is filed herewith as Exhibit 10.1 and is incorporated
herein by reference. The above description of the Stockholders’ Agreement is not complete and is
qualified in its entirety by reference to such exhibit.
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| Item 1.02 |
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Termination of a Material Definitive Agreement |
The Investors have provided management and advisory services to the Company and HCA Inc., a
wholly owned subsidiary of the Company (“HCA”), pursuant to a management agreement among HCA and
the Investors (the “Management Agreement”) executed in connection with Investors’ acquisition of
HCA in November 2006. The Management Agreement terminated pursuant to its terms upon completion of
the Offering, and the Investors and certain members of the Frist family were paid a final fee of
approximately $211 million.
Affiliates of the Investors have various relationships with the Company, including acting as
underwriters for the Offering. For further information concerning other material relationships
between the Company, the Investors and their respective affiliates, see the sections entitled
“Certain Relationships and Related Party Transactions” and “Underwriting” in the Company’s
prospectus, dated March 9, 2011, filed pursuant to Rule 424(b) of the Securities Act of 1933, as
amended.
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| Item 3.03 |
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Material Modification to Rights of Security Holders |
The information set forth under Item 5.03 below is incorporated by reference into this Item
3.03.
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
Appointment of Directors
On March 9, 2011, Jay O. Light and Geoffrey G. Meyers were appointed to the Company’s Board of
Directors, thereby joining Messrs. Richard M. Bracken, R. Milton Johnson, Christopher J. Birosak,
John P. Connaughton, James D. Forbes, Kenneth W. Freeman, Thomas F. Frist III, William R. Frist,
Christopher R. Gordon, Michael W. Michelson, James C. Momtazee, Stephen G. Pagliuca and Nathan C.
Thorne. Messrs. Light and Meyers will also serve as members of the Company’s Audit and Compliance
Committee and Compensation Committee. Biographical information regarding these directors and a
description of the material terms of their compensation have previously been reported by the
Company in its prospectus, dated March 9, 2011, filed pursuant to Rule 424(b) of the Securities Act
of 1933, as amended.
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In connection with the Offering,
and pursuant to the Company’s 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended
and Restated (as so amended and restated, the “Plan”),
the Company granted 9,167 restricted stock units to each of Messrs. Light
and Meyers.
Amended and Restated 2006 Stock Incentive Plan
Effective March 9, 2011, the
Company’s Board of Directors and its shareholders adopted the Plan. The Plan provides for the granting of stock
options, stock appreciation rights, and other stock-based awards or dividend equivalent rights to
key employees, directors, consultants or other persons having a service relationship with the
Company, its subsidiaries and certain of its affiliates. The amendments to the Plan, among other
things, increased the number of shares authorized for issuance pursuant to such Plan by 40,000,000 (post-split)
(no more than
1,000,000 of which may be granted in the form of stock options in any given fiscal year).
A copy of the Plan is filed herewith as Exhibit 10.2 and is incorporated herein by reference.
The above description of the Plan is not complete and is qualified in its entirety by reference to
such exhibit.
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| Item 5.03. |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As contemplated in
the Registration Statement, the Company’s Amended and
Restated Certificate of Incorporation (the “Charter”) became effective on March 9, 2011. The
Charter, among other things, provides that (1) each outstanding share of common stock of the
Company, including treasury shares, was automatically split up, reclassified and converted into
4.505 shares of common stock and (2) the Company’s authorized capital stock consists of
1,800,000,000 shares of common stock, par value $0.01 per share, and 200,000,000 shares of
preferred stock.
The Company’s bylaws were also amended and restated as of March 9, 2011, as contemplated in
the Registration Statement. The Amended and Restated Bylaws (the “Bylaws”) of the Company provide,
among other things, (1) the procedures for stockholder nominations and proposals at special and
annual meetings of stockholders and (2) that, as long as Hercules Holding II, LLC maintains a
majority interest in the Company’s common stock the Bylaws may be amended by a majority stockholder
vote, but that thereafter the Bylaws may only be amended by the affirmative vote of 75% of the
Company’s outstanding shares.
The above description of the Charter and Bylaws is only a summary and is qualified in its
entirety by reference to such exhibits. For further information regarding the foregoing and other
provisions of the Charter and the Bylaws, see “Description of Capital Stock” in the Company’s
prospectus dated March 9, 2011, filed pursuant to Rule 424(b) of the Securities Act of 1933, as
amended. The Charter and the Bylaws are filed as Exhibit 3.1 and Exhibit 3.2 hereto, respectively,
and such exhibits are incorporated by reference herein.
On March 15, 2011, the
Company completed the Offering, including the exercise
in full by the underwriters of their option to purchase additional shares, of 145,130,000 shares of
common stock for cash consideration of $30.00 per share ($28.9125 per share, net of underwriting discounts) to a
syndicate of underwriters led by Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup
Global Markets Inc., J.P. Morgan Securities LLC, Barclays Capital
Inc., Credit Suisse Securities
(USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated
and Wells Fargo Securities, LLC.
In the Offering, the Company sold 87,719,300 shares for approximately
$2.5 billion in net proceeds before expenses,
and the selling stockholders sold 57,410,700 shares for approximately $1.7 billion in net proceeds before expenses.
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