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): May 9, 2011 (May 4, 2011)
HCA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-11239
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27-3865930 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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| One Park Plaza, Nashville, Tennessee
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37203 |
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(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On May 4, 2011, HCA Holdings, Inc.’s (the “Company”) direct and wholly owned
subsidiary, HCA Inc. (“HCA”) entered into (i) the Restatement Agreement (the “Cash
Flow Restatement Agreement”) by and among HCA, HCA UK Capital Limited (the “European
Subsidiary Borrower” and, together with HCA, the “Borrowers”), the lenders party
thereto and Bank of America, N.A., as administrative agent and collateral agent to the Credit
Agreement, dated as of November 17, 2006, as amended on February 16, 2007, March 2, 2009, June 18,
2009, April 6, 2010 and November 8, 2010 (the “Cash Flow Credit Agreement”), by and among
the Borrowers, the lenders party thereto and Bank of America, N.A., as administrative agent and
collateral agent and (ii) Amendment No. 2 (the “ABL Restatement Agreement”) by and among
HCA, the subsidiary borrowers party thereto, the lenders party thereto and Bank of America, N.A. as
administrative agent and collateral agent to the Credit Agreement, dated as of November 17, 2006,
as amended and restated on June 20, 2007 and as further amended on March 2, 2009 (the “ABL
Agreement” and, together with the Cash Flow Credit Agreement, the “Credit Agreements”),
by and among HCA, the subsidiary borrowers party thereto, the lenders party thereto and Bank of
America, N.A. as administrative agent and collateral agent.
The Cash Flow Restatement Agreement and the ABL Restatement Agreement amend the Cash Flow
Credit Agreement and the ABL Agreement, respectively, to, among other things, (i) permit HCA and
its Restricted Subsidiaries (as defined in the respective Credit Agreements) to issue new unsecured
and second lien notes so long as HCA would be, following such issuance, in compliance with its
maintenance covenants under the respective Credit Agreements, the maturity of the new notes is
later than the Final Maturity Date, as defined in the Credit
Agreements, and the covenants of the new notes
are no more restrictive than those under HCA’s existing second lien notes, (ii) allow HCA and its
Restricted Subsidiaries to issue new first lien notes and first lien term loans, subject to a
maximum first lien leverage ratio of 3.75 to 1.00, so long as HCA complies with the same covenant
restrictions that apply to the issuance of new unsecured and second lien notes described above and
the maturity of the new first lien debt is later than the Final
Maturity Date, as defined in the Credit Agreements and (iii) revise the change of control definition to provide that, in addition to
acquiring, on a fully diluted basis, at least 35% of HCA’s voting stock, a third party must also
acquire, on a fully diluted basis, ownership of HCA’s voting stock greater than that then held by
those equity holders of the Company that existed prior to the Company’s initial public offering in
order to trigger a change of control.
In addition to the amendments described above, the ABL Restatement Agreement amends the ABL
Agreement to (A) remove restrictions on the prepayment of second lien, senior unsecured or
subordinated debt, and the making of restricted payments, investments and dividends, subject to the
satisfaction of certain payment conditions, which include a minimum borrowing availability, and a
minimum consolidated EBITDA to consolidated interest coverage ratio of 1.50 to 1.00 and (B) add a
general investment basket of $500.0 million which is not subject to the payment conditions.
In addition to the amendments described above, the Cash Flow Restatement Agreement amends the
Cash Flow Credit Agreement to (A) remove restrictions on the prepayment of second lien, senior
unsecured or subordinated debt and (B) increase the general investment basket from $1.5 billion to
the greater of (i) $3.0 billion or (ii) 12% of HCA’s total assets.
The
Cash Flow Restatement Agreement also (i) extends the maturity
date of $593,786,955.22 of
the Borrowers’ term loan A facility from November 17, 2012 to May 2, 2016 and increases the ABR
margin and LIBOR margin with respect to such extended term loans to 1.50% and 2.50%, respectively,
and (ii) extends the maturity date of $537,309,995.07 of the Borrower’s term loan A facility from
November 17, 2012 to May 1, 2018 and $1,835,538,851.05 of the Borrowers’ B-1 term loan facility
from November 17, 2013 to May 1, 2018 and increases the ABR margin and LIBOR margin with respect to
such extended term loans to 2.25% and 3.25%, respectively.
The foregoing description does not purport to be complete and is qualified in its entirety by
reference to the Cash Flow Restatement Agreement and the ABL Restatement Agreement, copies of which
are filed, respectively, as exhibits 10.1 and 10.2 hereto and incorporated herein by reference.
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