NASHVILLE, Tenn., Feb. 7 /PRNewswire-FirstCall/ -- HCA Inc. announced
today that it had commenced a cash tender offer to purchase up to $500
million of aggregate principal amount of its outstanding debt. The series
of debt securities that are the subject of the tender offer (the "Notes")
are listed in the table below with other information relating to the tender
offer. The terms and conditions of the tender offer are described in an
Offer to Purchase dated February 7, 2008 (the "Offer to Purchase"), and
related Letter of Transmittal.
CUSIP Principal Amount Maximum
Number Title of Security Outstanding Tender Cap
404119AA7 8.750% Notes due 2010 $691,170,000 $200,000,000
404119AC3 7.875% Notes due 2011 $475,820,000 --
404119AE9 6.950% Notes due 2012 $500,000,000 --
Acceptance Per $1,000 Per $1,000
CUSIP Priority Principal Principal
Number Level Amount Amount
404119AA7 1 $30.00 $1,015.00
404119AC3 2 $30.00 $995.00
404119AE9 2 $30.00 $957.50
The amounts of each series of Notes that are purchased in the tender offer will be determined in accordance with the "Acceptance Priority Level" (in numerical priority order) as set forth in the table above (the "Acceptance Priority Level"), subject to the maximum aggregate principal amount of all Notes that may be purchased in the tender offer of $500,000,000 (the "Maximum Tender Offer Amount") and the maximum aggregate principal amount of 8.750% Notes due 2010 (the "First Priority Notes") of $200,000,000 (the "Maximum Tender Cap"). Subject to the terms and condition of the tender offer, First Priority Notes validly tendered (and not validly withdrawn) in the tender offer in a principal amount equal to the Maximum Tender Cap will be accepted for purchase before any tendered 7.875% Notes due 2011 or any 6.950% Notes due 2012 (both such series of Notes collectively, the "Second Priority Notes") are accepted. Subject to the terms and condition of the tender offer, Second Priority Notes validly tendered (and not validly withdrawn) in the tender offer will be accepted for purchase up to a principal amount, that together with the Principal Amount of First Priority Notes accepted for purchase, is equal to the Maximum Tender Offer Amount. Notes at each Acceptance Priority Level accepted for purchase in accordance with the terms and conditions of the tender offer may be subject to proration so that the Company will only accept for purchase First Priority Notes having an aggregate principal amount equal to the Maximum Tender Cap and Second Priority Notes in an aggregate principal amount, together with the First Priority Notes accepted for purchase, equal to the Maximum Tender Offer Amount. Because the Acceptance Priority Level for all Second Priority Notes is the same, all Second Priority Notes validly tendered and not validly withdrawn will be subject to the same proration pool in the event that the tender offer is oversubscribed.
The tender offer will expire at 12:00 midnight, New York City time, on March 6, 2008, unless extended. Holders of Notes must validly tender and not validly withdraw their Notes on or before the early tender date, which is 5:00 p.m., New York City time, on February 21, 2008 (the "early tender date"), unless extended, in order to be eligible to receive the applicable total consideration specified in the table above. Holders of Notes who validly tender their Notes after the early tender date and on or before the expiration date and whose notes are accepted for purchase will receive the applicable tender offer consideration, namely the total consideration less the early tender premium of $30 per $1,000 principal amount of Notes.
In addition to the applicable total consideration or tender offer consideration, as the case may be, accrued and unpaid interest up to, but not including, the settlement date will be paid in cash on all validly tendered notes accepted for purchase in the tender offer. The payment date for the tender offer will be the third business day following the expiration date and currently is expected to be March 11, 2008.
Holders of notes subject to the tender offer who validly tender their Notes on or before 5:00 p.m., New York City time, on February 21, 2008 (the "withdrawal date") may withdraw their Notes on or prior to the withdrawal date but not thereafter except in the limited circumstances described in the Offer to Purchase. Holders of Notes subject to the tender offer who validly tender their Notes after the withdrawal date but on or before the expiration date may not withdraw their Notes except in the limited circumstances described in the Offer to Purchase.
The Company intends to finance the purchase of the Notes in the tender offer with borrowings under its revolving credit facilities.
Citi is acting as dealer manager for the tender offer. The information agent and depositary for the tender offer is Global Bondholders Services Corporation. The tender offer is made only by the Offer to Purchase and the related Letter of Transmittal, and the information in this news release is qualified by reference to such documents. Persons with questions regarding the tender offer should contact Citi at (212) 723-6106 (collect) or (800) 558-3745 (toll-free). Requests for copies of the Offer to Purchase and Letter of Transmittal should be directed to Global Bondholders Services Corporation at (212) 430-3774 or (866) 470-4200 (toll-free).
This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer to buy the Notes are only being made pursuant to the tender offer documents, including the Offer to Purchase that the Company is distributing to Noteholders. The tender offer is not being made to Noteholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the tender offer is required to be made by a licensed broker or dealer, they shall be deemed to be made by the dealer manager on behalf of the Company.
About HCA Inc.
HCA Inc. is the largest and most diversified investor-owned health care services provider in the United States. As of December 31, 2007, we operated 169 hospitals and 108 freestanding surgery centers in 20 states and England (including eight hospitals and nine freestanding surgery centers operated through equity method joint ventures). For the year ended December 31, 2007, we generated revenues of $26.858 billion and net income of $874 million.
Forward Looking Statements
This press release contains "forward-looking statements" which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words like "may," "believe," "will", "expect", "intend", "project", "estimate", "anticipate", "plan", "initiative" or "continue." These forward-looking statements are based on our current plans and expectations and are subject to a number of known and unknown uncertainties and risks, many of which are beyond our control, which could significantly affect current plans and expectations and our future financial position and results of operations. These factors include, but are not limited to, (1) the ability to recognize the benefits of the recapitalization of the Company (the "Recapitalization") described in the Company's reports filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (2) the impact of the substantial indebtedness incurred to finance the Recapitalization, (3) increases in the amount and risk of collectibility of uninsured accounts and deductibles and copayment amounts for insured accounts, (4) the ability to achieve operating and financial targets, and attain expected levels of patient volumes and control the costs of providing services, (5) possible changes in the Medicare, Medicaid and other state programs, including Medicaid supplemental payments pursuant to upper payment limit programs, that may impact reimbursements to health care providers and insurers, (6) the highly competitive nature of the health care business, (7) changes in revenue mix and the ability to enter into and renew managed care provider agreements on acceptable terms, (8) the efforts of insurers, health care providers and others to contain health care costs, (9) the outcome of our continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures and our Corporate Integrity Agreement with the government, (10) changes in federal, state or local laws or regulations affecting the health care industry, (11) increases in wages and the ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical and technical support personnel, (12) the possible enactment of federal or state health care reform, (13) the availability and terms of capital to fund the expansion of our business or improvements to our existing facilities, (14) changes in accounting practices, (15) changes in general economic conditions nationally and regionally in our markets, (16) future divestitures which may result in charges, (17) changes in business strategy or development plans, (18) delays in receiving payments for services provided, (19) the outcome of pending and any future tax audits, appeals and litigation associated with our tax positions, (20) potential liabilities and other claims that may be asserted against us, (21) our ability to complete the tender offer and reduce interest expense and (22) other risk factors described in our Exchange Act reports and other filings with the Commission. As a consequence, current plans, anticipated actions and future financial position and results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this press release and the Offer to Purchase.
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